Common use of Appointment and Authority Clause in Contracts

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.

Appointment and Authority. (a) Each of the Senior Lenders, the Swing Line Lender Party and the Senior Issuing Banks hereby irrevocably appoints, designates and authorizes Administrative The Bank of Nova Scotia as its Senior Facility Agent under and for purposes of each Financing Document to which the Senior Facility Agent is a party, and in its capacity as the Senior Facility Agent, to act on its behalf as Secured Debt Holder Group Representative and Administrative the Designated Voting Party (as defined in the Intercreditor Agreement) for the Senior Lenders, the Swing Line Lender and the Senior Issuing Banks. The Bank of Nova Scotia hereby accepts this appointment and agrees to act as the Senior Facility Agent hereby undertakesfor the Senior Lenders, the Swing Line Lender and the Senior Issuing Banks in accordance with the terms of this Agreement. Each of the Senior Lenders, the Swing Line Lender and the Senior Issuing Banks appoints and authorizes the Senior Facility Agent to receive payments act on behalf of principalsuch Senior Lenders, interest the Swing Line Lender and the Senior Issuing Banks under each Financing Document to which it is a party and in the absence of other amounts due hereunder written instructions from the Required Senior Lenders received from time to time by the Senior Facility Agent (with respect to which the Senior Facility Agent agrees that it will comply, except as specified herein otherwise provided in this Section 10.01 or as otherwise advised by counsel, and subject in all cases to take all other actions and the terms of the Intercreditor Agreement), to exercise such powers under the Loan Documents hereunder and thereunder as are specifically delegated to Administrative or required of the Senior Facility Agent by the terms hereof or and thereof, together with all other such powers as may be reasonably incidental thereto. The relationship of Administrative Agent Notwithstanding any provision to the other Lender Parties is only that of one commercial lender acting as administrative agent for otherscontrary contained elsewhere in any Financing Document, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Senior Facility Agent shall not have any duties or responsibilities except those expressly set forth herein, nor shall the Senior Facility Agent have or be required deemed to exercise have any discretion fiduciary relationship with any Senior Lender, the Swing Line Lender, any Senior Issuing Bank or take any actionother Senior Secured Party, and it may request instructions from Lenders with respect to any such matterno implied covenants, in which case it functions, responsibilities, duties, obligations or liabilities shall be required to act read into any Financing Document or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties otherwise exist against the Senior Facility Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary this Agreement with reference to the Loan Documents Senior Facility Agent is not intended to connote any fiduciary or to applicable Law. Upon receipt by Administrative Agent from Borrower other implied (or express) obligations arising under agency doctrine of any communication calling for action on the part applicable Government Rule. Instead, such term is used merely as a matter of Lenders market custom, and is intended to create or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofreflect only an administrative relationship between independent contracting parties.

Appointment and Authority. Each Lender Secured Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent under all Loan Documents. Agent may, and Administrative each Secured Party authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for the benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Secured Parties. Each Secured Party agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be authorized to act determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, whether to impose or release any reserve, or whether any conditions to funding or to refrain from acting (issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Secured Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent under all Loan Documents. Agent may, and Administrative each Secured Party authorizes and instructs Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Secured Parties. Each Secured Party agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be authorized to act determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, whether to impose or release any reserve, or whether any conditions to funding or to refrain from acting (issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates Sun Finance as Collateral Agent hereunder. Collateral Agent has and may further, and Administrative each Lender authorizes Collateral Agent hereby undertakesto, to receive payments of principalenter into all Loan Documents (including, interest without limitation, the 2009 Debenture Intercreditor Agreement and other amounts due hereunder as specified herein Intercreditor Agreement, any amendments thereto, and to take any and all other actions and to exercise such powers subordination and/or intercreditor agreements required under the terms of this Agreement) to which Collateral Agent is intended to be a party and accept all Loan Documents as are specifically delegated to Administrative Documents, for Collateral Agent’s benefit and the Pro Rata benefit of Lenders. Each Lender agrees that any action taken by Collateral Agent or Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the terms hereof Collateral Agent or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Collateral Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Collateral Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Lenders for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) exercise all rights and remedies given to Collateral Agent with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Collateral Agent shall be required to act or to refrain from acting (ministerial and shall be fully protected administrative in nature, and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Collateral Agent shall not be required to take have a fiduciary relationship with any action which exposes it to a risk Lender, Participant or other Person, by reason of personal liability that it considers unreasonable or which is contrary to the any Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoftransaction relating thereto.

Appointment and Authority. Each Lender Secured Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent under all Loan Documents. Agent may, and Administrative each Secured Party authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Secured Parties. Each Secured Party agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be authorized to act determine whether any Accounts or Inventory constitute Eligible Accounts, Eligible In-Transit Inventory or Eligible Inventory, or whether to impose or release any reserve, and to exercise its Permitted Discretion in connection therewith or whether any conditions to funding or to refrain from acting (issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent hereunder. Agent may, and Administrative each Lender authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required to act ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or to refrain from acting (and other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be fully protected authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or whether to impose or release any reserve, which determinations and free judgments, if exercised in good faith, shall exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Secured Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of the West as Agent under all Loan Documents. Agent may, and Administrative each Secured Party authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for the benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Secured Parties. Any action taken by Agent in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof of any rights or thereofremedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, and accept delivery of each Loan Document; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral or under any Loan Documents; Applicable Law or otherwise; and (f) appoint any Lender as a Documentation Agent or Co-Documentation Agent. The duties of Agent are ministerial and administrative in which case it nature only, and Agent shall not have a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be required authorized to act determine whether any Account or Inventory constitutes an Eligible Account or Eligible Inventory, whether to impose or release any reserve, or whether any conditions to funding or to refrain from acting (issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate Agent from liability to all Lender Parties any Secured Party or other Person for any error in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofjudgment.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties Lenders is only that of one commercial lender bank acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any of the Notes or of any participation in a Note therein nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties Lenders in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Lawlaw. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.

Appointment and Authority. Each Revolving Lender, Term A Lender and Issuing Lender (including each in its capacity as a counterparty to a Specified Swap Agreement or Other Lender Provided Financial Service Product or an Affiliate of such counterparty on behalf of such Affiliate) hereby irrevocably designates, appoints and authorizes (a) PNC to act as Revolving/TLA Administrative Agent and (b) PNC to act as Collateral Agent, in each case, for such Lender under the Loan Documents and to execute and deliver or accept on behalf of each of the Lenders the other Loan Documents. Each Term B Lender (including in its capacity as a counterparty to a Specified Swap Agreement or Other Lender Provided Financial Service Product or an Affiliate of such counterparty on behalf of such Affiliate) hereby irrevocably designates, appoints and authorizes (a) Citi to act as TLB Administrative Agent and (b) PNC to act as Collateral Agent, in each case, for such Lender under the Loan Documents and to execute and deliver or accept on behalf of each of the Lenders the other Loan Documents. Each Lender Party hereby irrevocably authorizes Administrative Agentauthorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the applicable Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and the Collateral Agent to take all such action on its behalf under the provisions of this Agreement and the other actions Loan Documents and any other instruments and agreements referred to herein, and to exercise such powers under the Loan Documents and to perform such duties hereunder as are specifically delegated to or required of the applicable Administrative Agent and the Collateral Agent or any of them by the terms hereof or thereofhereof, together with all other such powers as are reasonably incidental thereto. The relationship of PNC agrees to act as the Revolving/TLA Administrative Agent, Citi agrees to act as the TLB Administrative Agent and PNC agrees to act as the Collateral Agent on behalf of the applicable Lenders to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly extent provided for in the Loan Documents. With respect to any matters not expressly provided The provisions of this Section 10 are solely for in the Loan Documents benefit of the Agents, the Lenders and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any actionIssuing Lender, and it may request instructions from Lenders with respect to neither the Borrower nor any such matter, in which case it other Loan Party shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to have rights as a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower third party beneficiary of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender such provisions, except as set forth in Section 10.10 [Authorization to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofRelease Collateral and Guarantors].

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent hereunder. Agent may, and Administrative each Lender authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) exercise all rights and remedies given to Agent with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required to act ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or to refrain from acting (and other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be fully protected authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or whether to impose or release any reserve, which determinations and free judgments, if exercised in good faith, shall exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Secured Party hereby irrevocably authorizes Administrative Agentappoints and designates Capital One as Agent under all Loan Documents. Agent may, and Administrative each Secured Party authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for the benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Secured Parties. Each Secured Party agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be authorized to act determine whether any Accounts or Inventory constitute Eligible Accounts, Eligible In-Transit Inventory or Eligible Inventory, or whether to impose or release any reserve, or whether any conditions to funding or to refrain from acting (issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Bank Party hereby irrevocably authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Bank Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any of the Notes or of any participation in a Note therein nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties Lenders in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender other Bank Party to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender Bank Party thereof.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent hereunder. Agent may, and Administrative each Lender authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Credit Party or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required to act ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or to refrain from acting (and other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be fully protected authorized to determine whether any Accounts constitute Eligible Accounts or whether to impose or release any reserve, and free to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each of the Lenders and the Issuing Lender Party hereby irrevocably authorizes Administrative Agent, designates and appoints Xxxxx Fargo to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Cash Management Bank or Hedging Bank) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the other agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties is only that to secure any of one commercial lender acting the Obligations, together with such powers and discretion as administrative agent for othersare reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). In this connection, the Administrative Agent, as “collateral agent”, and nothing in any co-agents, sub-agents and attorneys-in-fact appointed by the Loan Documents Administrative Agent pursuant to this Article XIII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be construed entitled to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder the benefits of any participation in a Note nor to impose on Administrative Agent duties all provisions of this Article XIII and obligations other than those expressly provided for in Article XIV (including Section 14.2, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents. With respect to any matters not expressly provided for ) as if set forth in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders full herein with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofthereto.

Appointment and Authority. Each Lender Party which becomes a party to this Agreement hereby irrevocably authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Bank Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any of the Notes or of any participation in a Note therein nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties Lenders in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender other Bank Party to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender Bank Party thereof.

Appointment and Authority. Each Lender Party and LC Issuer hereby irrevocably appoints Administrative Agent to act on its behalf as Administrative Agent hereunder and under the other Loan Documents and authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. Administrative Agent hereby appoints Collateral Agent to act on its behalf as Collateral Agent under the Security Documents and each Lender and LC Issuer consents to and affirms such appointment and authorizes Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The relationship provisions of Administrative Agent to this Article are solely for the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion benefit of Administrative Agent, Collateral Agent, Lenders and LC Issuer, and neither Borrower nor any other Restricted Person shall have rights as a third party beneficiary of any of such provisions. Administrative Agent shall not be required agrees to deliver, at Borrower’s expense, to each Lender a copy of each material Security Document. Administrative Agent agrees that it will from time to time deliver to each Lender all information regarding the Obligations that is in the possession of Administrative Agent and typically provided by an administrative agent to the lenders in a syndicated credit facility. Collateral Agent agrees if after exercise any discretion of rights under Security Documents it obtains payment of all or take any actiona portion of the aggregate Obligations owed to the Lenders, and it may request instructions from Lenders with respect to any such matterLC Issuer or a Lender Counterparty, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender promptly turn over to Administrative Agent of any Default monies or Event of Default, Administrative Agent shall promptly notify each other Lender thereofproperty received by it as Collateral Agent.

Appointment and Authority. Each of the Lenders and the Issuing Lender Party hereby irrevocably authorizes Administrative Agent, and appoints PNC to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The relationship provisions of this Article 10 are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. Without limiting the power of Administrative Agent hereunder or under any other Loan Document, Administrative Agent and each Lender hereby appoints and designates PNC as the hypothecary representative (within the meaning of Article 2692 of the Civil Code of Québec) of Administrative Agent and the Lenders for the purposes of holding any security granted by any Loan Party under the laws of the Province of Québec as security for any indebtedness or other obligations of any Loan Party hereunder or under any other Loan Document and, in such capacity, PNC shall hold any such security granted under the laws of the Province of Québec as hypothecary representative in the exercise of the rights conferred thereunder. The execution by PNC as hypothecary representative of any deeds of hypothec or other security granted by any Loan Party under the laws of the Province of Québec is hereby ratified and confirmed. Any Person who becomes Administrative Agent or a Lender shall be deemed to have ratified and confirmed the other Lender Parties is only that appointment of one commercial lender PNC as hypothecary representative. PNC, acting as administrative agent for othershypothecary representative, shall have the same rights, powers, immunities, indemnities and nothing exclusions from liability as are prescribed in favor of the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder hereunder, which shall apply mutatis mutandis to PNC acting as hypothecary representative. In the event of any participation in a Note nor to impose on the resignation of the Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion appointment of a successor Administrative Agent, such successor Administrative Agent shall not be required also constitute the successor hypothecary representative of the Administrative Agent and the Lenders for the purpose of holding the security referred to exercise any discretion or take any actionabove, and it may request instructions from Lenders with respect unless a successor hypothecary representative is otherwise appointed. Notwithstanding anything to any such matterthe contrary in this Agreement, in which case it this provision shall be required to act or to refrain from acting (governed and shall be fully protected and free from liability to all Lender Parties construed in so acting or refraining from acting) upon accordance with the instructions laws of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk the Province of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofQuébec.

Appointment and Authority. Each Lender Secured Party hereby irrevocably appoints and designates Bank of America as Administrative Agent under all Loan Documents. Administrative Agent may, and each Secured Party authorizes Administrative AgentAgent to, enter into all Loan Documents to which Administrative Agent is intended to be a party and accept all Security Documents. Any action taken by Administrative Agent in accordance with the provisions of the Loan Documents, and the exercise by Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof any rights or thereofremedies set forth therein, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder authorized by and binding upon all Secured Parties. Without limiting the generality of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agentforegoing, Administrative Agent shall not be required have the sole and exclusive authority to (a) act as the disbursing and collecting agent for Secured Parties with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver, as Administrative Agent, each Loan Document, including the Collateral Rights Agreement and any intercreditor or subordination agreement, and accept delivery of each Loan Document; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any discretion rights or take any action, and it may request instructions from Lenders remedies with respect to any such matterCollateral or under any Loan Documents, in which case it Applicable Law or otherwise. Administrative Agent alone shall be required authorized to act determine eligibility and applicable advance rates under the Borrowing Base in accordance with the terms of this Agreement, whether to impose or release any reserve, or whether any conditions to refrain from acting (funding or issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate Administrative Agent from liability to all any Secured Party or other Person for any error in judgment. In addition to the foregoing, each Secured Party hereby irrevocably authorizes Administrative Agent, at Administrative Agent’s option and reasonable discretion, to enter into, or amend, the Collateral Rights Agreement (or similar agreements with the same or similar purpose). Any such Collateral Rights Agreement entered into by Administrative Agent on behalf of the Secured Parties shall be binding upon each Secured Party. Each Lender Parties in so acting or refraining from acting(and each Person that becomes a Lender hereunder pursuant to Section 14.3) upon and each other Secured Party hereby authorizes and directs Administrative Agent to enter into the instructions Collateral Rights Agreement on behalf of Majority Lenders (including itself), provided, however, such Secured Party and agrees that Administrative Agent shall not be required to may take any action which exposes it to a risk such actions on its behalf as is contemplated by the terms of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable LawCollateral Rights Agreement. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofthe Secured Parties of the effectiveness of the Collateral Rights Agreement when executed and shall provide a copy of the executed Collateral Rights Agreement to the Secured Parties as and when effective.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent hereunder. Agent may, and Administrative each Lender authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required to act ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or to refrain from acting (and other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be fully protected authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or whether to impose or release any reserve, and free to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent hereunder. Agent may, and Administrative each Lender authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document and accept delivery of each Loan Document from any such matterObligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be authorized to determine whether any Accounts or Revenue Equipment constitute Eligible Accounts or Eligible Revenue Equipment, whether to impose or release any reserve, and to exercise its Credit Judgment, if applicable, in connection therewith, which case it determinations and judgments, if exercised in good faith, shall be required to act or to refrain from acting (and shall be fully protected and free exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent hereunder. Agent may, and Administrative each Lender authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required to act ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or to refrain from acting (and other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be fully protected authorized to determine whether any Accounts or Inventory constitute Eligible Accounts, Eligible Semi-Finished Inventory or Eligible Inventory, or whether to impose or release any reserve, and free to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Secured Party hereby irrevocably authorizes appoints and designates M&T as the Administrative AgentAgent under all Loan Documents and M&T hereby accepts such appointments. The Administrative Agent may, and each Secured Party authorizes the Administrative Agent hereby undertakesto, enter into all Loan Documents to receive payments which the Administrative Agent is intended to be a party and accept all Security Documents, for the benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Secured Parties. Each Secured Party agrees that any action taken by the Administrative Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Documents, and the exercise by the Administrative Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship provisions of this Article VIII are solely for the benefit of the Administrative Agent and the Lenders, and no Loan Party shall have rights as a third party beneficiary of such provisions. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, the Lenders with respect to all payments and nothing collections arising in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in connection with the Loan Documents. With ; (b) execute and deliver as the Administrative Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Loan Party or other person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any matters not expressly provided for in Collateral under the Loan Documents and Documents, Applicable Law or otherwise. No Secured Party shall have any matters which right individually to take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents place within Documents, Applicable Law or otherwise. The duties of the discretion of Administrative AgentAgent shall be ministerial and administrative in nature, and the Administrative Agent shall not be required to exercise have a fiduciary relationship with any discretion Secured Party, Participant or take other person, by reason of any action, and it may request instructions from Lenders with respect to Loan Document or any such matter, in which case it transaction relating thereto. The Administrative Agent alone shall be required authorized to act determine whether any Accounts or Inventory constitute Eligible Accounts, Eligible Inventory or Eligible In-Transit Inventory, whether to impose or release any Availability Reserve, or whether any conditions to funding or to refrain from acting (issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate the Administrative Agent from liability to all any Lender Parties or other person for any error in so acting or refraining from acting) upon judgment. In performing its functions and duties hereunder, the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be required deemed to take have assumed any action which exposes it to a risk obligation towards or relationship of personal liability that it considers unreasonable agency or which is contrary trust with or for the Borrowers or any of their respective Subsidiaries or Affiliates. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any communication calling for action on the part applicable law. Instead, such term is used merely as a matter of Lenders market custom and is intended to create or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofreflect only an administrative relationship between independent contracting parties.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agent, and appoints Time Warner Inc. (or any of its Affiliates as selected from time to time by Time Warner Inc. in its sole discretion) to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The relationship provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and no Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other Lender Parties implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is only that used as a matter of one commercial lender acting as administrative agent for othersmarket custom, and nothing is intended to create or reflect only an administrative relationship between contracting parties. The Lenders and the Borrower agree that, notwithstanding any provision contained in Section 7.06, at any time Time Warner Inc. or any of its Affiliates is the Loan Documents Administrative Agent under this Agreement, each of Time Warner Inc. or such Affiliate shall be construed permitted to constitute assign its rights and duties as Administrative Agent a trustee or other fiduciary for under this Agreement to any of its Affiliates without requiring the prior consent of any Lender Party or and without creating any holder duty to consult the Borrower. Upon the occurrence of any participation in a Note nor such assignment, (i) the parties thereto shall provide prompt notice thereof to impose on Administrative Agent the Lenders and the Borrower, along with updated notice information for purposes of Section 8.01(a)(ii), (ii) Time Warner Inc. or its Affiliate, as applicable, shall be discharged from its duties and obligations under this Agreement and under the other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents as if otherwise constituting a resignation under Section 7.06 at the time such Person makes such assignment and any matters which (iii) the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required assignee to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it assignment shall be required to act or to refrain from acting (and shall be fully protected and free from liability subject to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofrights and duties under this Article VII.

Appointment and Authority. Each Lender Secured Party hereby irrevocably appoints and designates the Administrative Agent as the agent of such Secured Party under this Agreement and the other Loan Documents, and each such Secured Party irrevocably authorizes the Administrative Agent, and Administrative Agent hereby undertakesin such capacity, to receive payments take such action on its behalf under the provisions of principal, interest this Agreement and the other amounts due hereunder as specified herein and to take all other actions Loan Documents and to exercise such powers under the Loan Documents and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms hereof of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, each Secured Party hereby authorizes the Administrative Agent to enter into or thereofaccept all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, including each Security Document and any other intercreditor arrangements or collateral trust arrangements contemplated by this Agreement on behalf of and for the benefit of the Lenders and the other Secured Parties named therein and agrees to be bound by the terms of each Security Document and any other agreements or documents. Each Secured Party agrees that any action taken by the Administrative Agent or Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Administrative Agent or Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, the Lenders with respect to all payments and nothing collections arising in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in connection with the Loan Documents. With ; (b) execute and deliver as the Administrative Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Obligor or other Person; (c) manage, supervise or otherwise deal with Collateral; and (d) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any matters not expressly provided for in Collateral under the Loan Documents and Documents, Applicable Law or otherwise. No Secured Party shall have any matters which right individually to take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents place within Documents, Applicable Law or otherwise. The duties of the discretion of Administrative AgentAgent shall be ministerial and administrative in nature, and the Administrative Agent shall not be required have a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Each Secured Party hereby irrevocably appoints and designates the Administrative Agent as the agent of such Secured Party under this Agreement and the Security Documents, and each such Secured Party irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise any discretion or take any action, such powers and it may request instructions from Lenders with respect perform such duties as are expressly delegated to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk by the terms of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of DefaultSecurity Documents, Administrative Agent shall promptly notify each together with such other Lender thereofpowers as are reasonably incidental thereto.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent hereunder. Agent may, and Administrative each Lender authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required to act ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or to refrain from acting (and other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be fully protected authorized to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any reserve, and free to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Party hereby irrevocably ------------------------- authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties Lenders is only that of one commercial lender bank acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any of the Notes or of any participation in a Note therein nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties Lenders in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Lawlaw. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agent, and appoints Time Warner Inc. (or any of its Affiliates as selected from time to time by Time Warner Inc. in its sole discretion) to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The relationship provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and no Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other Lender Parties implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is only that used as a matter of one commercial lender acting as administrative agent for othersmarket custom, and nothing is intended to create or reflect only an administrative relationship between contracting parties. The Lenders and Borrower agree that, notwithstanding any provision contained in Section 7.06, at any time Time Warner Inc. or any of its Affiliates is the Loan Documents Administrative Agent under this Agreement, each of Time Warner Inc. or such Affiliate shall be construed permitted to constitute assign its rights and duties as Administrative Agent a trustee or other fiduciary for under this Agreement to any of its Affiliates without requiring the prior consent of any Lender Party or and without creating any holder duty to consult Borrower. Upon the occurrence of any participation in a Note nor such assignment, (i) the parties thereto shall provide prompt notice thereof to impose on Administrative Agent the Lenders and Borrower, along with updated notice information for purposes of Section 8.01(a)(ii), (ii) Time Warner Inc. or its Affiliate, as applicable, shall be discharged from its duties and obligations under this Agreement and under the other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents as if otherwise constituting a resignation under Section 7.06 at the time such Person makes such assignment and any matters which (iii) the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required assignee to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it assignment shall be required to act or to refrain from acting (and shall be fully protected and free from liability subject to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofrights and duties under this Article VII.

Appointment and Authority. (a) Each Lender Secured Party hereby irrevocably appoints and designates Bank of America as the Agent under all Loan Documents. The Agent may, and each Secured Party authorizes Administrative the Agent to, enter into all Loan Documents to which the Agent is intended to be a party and accept all Security Documents, for the Agent’s benefit and the Pro Rata benefit of the Secured Parties. Each Secured Party agrees that any action taken by the Agent, and Administrative Agent hereby undertakes, to receive payments Required Borrower Group Lenders or Required Lenders in accordance with the provisions of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent Documents, and the exercise by the terms hereof Agent or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship Without limiting the generality of Administrative Agent the foregoing, the Agent, together with the Security Trustees, as applicable, shall have the sole and exclusive authority to (i) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (ii) execute and deliver as the Agent each Loan Document, including any such matterintercreditor or subordination agreement (or joinder thereto), in which case it and accept delivery of each Loan Document from any Loan Party or other Person; (iii) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (iv) manage, supervise or otherwise deal with Collateral; and (v) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of the Agent shall be required ministerial and administrative in nature, and the Agent shall not have a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. The Agent alone shall be authorized to act determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, whether to impose or release any reserve, or whether any conditions to funding or to refrain from acting (issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate the Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent hereunder. Agent may, and Administrative each Lender authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) exercise all rights and remedies given to Agent with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required to act ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or to refrain from acting (and other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be fully protected authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or whether to impose or release any reserve, and free to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Party of the Lenders hereby irrevocably authorizes Administrative Agent, and appoints Standard Chartered Bank to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest and collateral agent hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s behalf. It is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the other Lender Parties is only Collateral (including any amendment, supplement, modification or joinder with respect thereto) and the rights of the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that of one commercial lender acting as administrative agent for others, and nothing in any such action by the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary shall bind the Lenders. Except as otherwise provided in Section 8.06, the provisions of this Article are solely for any Lender Party or any holder the benefit of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, the Lenders, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent shall is not be required intended to exercise connote any discretion fiduciary or take other implied (or express) obligations arising under agency doctrine of any actionApplicable Law. Instead such term is used as a matter of market custom, and it may request instructions from Lenders with respect is intended to any such matter, in which case it shall be required to act create or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofreflect only an administrative relationship between contracting parties.

Appointment and Authority. (a) Each Lender Party of the Term Lenders hereby irrevocably appoints, designates and authorizes Administrative Société Générale as its Term Loan Facility Agent under and for purposes of each Finance Document to which the Term Loan Facility Agent is a party, and in its capacity as the Term Loan Facility Agent, to act on its behalf as Senior Creditor Group Representative and Administrative the Designated Voting Party (as defined in the Intercreditor Agreement) for the Term Lenders. Société Générale hereby accepts this appointment and agrees to act as the Term Loan Facility Agent for the Term Lenders in accordance with the terms of this Agreement. Each of the Term Lenders hereby undertakesappoints and authorizes the Term Loan Facility Agent to execute and enter into each of the Common Terms Agreement, Intercreditor Agreement and Common Security and Account Agreement on behalf of each Term Lender, in its name, place and stead, to receive payments of principalbind it to the representations, interest warranties, terms and other amounts due hereunder as specified herein conditions contained therein and to take act on behalf of such Term Lender under each Finance Document to which it is a party and in the absence of other written instructions from the Required Term Lenders received from time to time by the Term Loan Facility Agent (with respect to which the Term Loan Facility Agent agrees that it will comply, except as otherwise provided in this Section 9.01 or as otherwise advised by counsel, and subject in all other actions and cases to the terms of the Intercreditor Agreement), to exercise such powers under the Loan Documents hereunder and thereunder as are specifically delegated to Administrative or required of the Term Loan Facility Agent by the terms hereof or and thereof, together with all other such powers as may be reasonably incidental thereto. The relationship of Administrative Where the Term Loan Facility Agent is required or permitted to act under this Agreement or under any other Finance Document, the Term Loan Facility Agent shall, notwithstanding anything herein or therein to the other Lender Parties is only that contrary, (i) be entitled to request instruction or direction in respect of one commercial lender acting any such rights, powers and discretions or clarification of any written instruction received by it, as administrative agent for othersto whether, and nothing in what manner, it should exercise or refrain from exercising its rights, powers and discretions and (ii) unless the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder terms of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in agreement unambiguously mandate the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free will incur no liability in refraining to act) until that direction, instruction or clarification is received by it from liability to all Lender Parties the relevant parties or from a court of competent jurisdiction. Without limiting the generality of the foregoing sentence, the use of the term “agent” in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary this Agreement with reference to the Term Loan Documents Facility Agent is not intended to connote any fiduciary or to applicable Law. Upon receipt by Administrative Agent from Borrower other implied (or express) obligations arising under agency doctrine of any communication calling for action on the part applicable Government Rule. Instead, such term is used merely as a matter of Lenders market custom, and is intended to create or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofreflect only an administrative relationship between independent contracting parties.

Appointment and Authority. Each Lender Party (including in its capacity as a counterparty to a Specified Swap Agreement or Other Lender Provided Financial Service Product or an Affiliate of such counterparty on behalf of such Affiliate) and Issuing Lender hereby irrevocably authorizes designates, appoints and authorizes: (i) PNC to act as Administrative AgentAgent and Collateral Agent for such Lender under the Loan Documents and to execute and deliver or accept on behalf of each of the Lenders the other Loan Documents and (ii) Bank of America, N.A. to act as Syndication Agent for each Lender under this Agreement. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of a Note shall be deemed irrevocably to authorize, the Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all such action on its behalf under the provisions of this Agreement and the other actions Loan Documents and any other instruments and agreements referred to herein, and to exercise such powers under the Loan Documents and to perform such duties hereunder as are specifically delegated to or required of the Administrative Agent, the Syndication Agent or any of them by the terms hereof or thereofhereof, together with all other such powers as are reasonably incidental thereto. The relationship of PNC agrees to act as the Administrative Agent on behalf of the Lenders to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly extent provided for in the Loan Documents, and Bank of America, N.A. agrees to act as Syndication Agent on behalf of the Lenders to the extent provided in this Agreement. With respect to any matters not expressly provided The provisions of this Section 10 are solely for in the Loan Documents and any matters which benefit of the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any actionthe Syndication Agent, the Lenders and the Issuing Lender, and it may request instructions from Lenders with respect to neither the Borrower nor any such matter, in which case it other Loan Party shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to have rights as a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower third party beneficiary of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender such provisions, except as set forth in Section 10.10 [Authorization to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofRelease Collateral and Guarantors; Certain Amendments].

Appointment and Authority. Each Lender Secured Party hereby irrevocably authorizes Administrative appoints and designates Bank of Arkansas as Agent under all Loan Documents, Bank of America as Collateral Agent under all Loan Documents and Bank of America as Documentation Agent under all Loan Documents. Agent, Collateral Agent and Administrative Documentation Agent hereby undertakesmay, and each Secured Party authorizes Agent, Collateral Agent and Documentation Agent, to, enter into all Loan Documents to receive payments which Agent, Collateral Agent or Documentation Agent is intended to be a party and accept all Security Documents, for the benefit of principalSecured Parties. Each Secured Party agrees that any action taken by Agent, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Collateral Agent, Documentation Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent, Collateral Agent, Documentation Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship Without limiting the generality of Administrative the foregoing, Agent, Collateral Agent and Documentation Agent, as applicable, shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent, Collateral Agent and Documentation Agent, as applicable, each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent, Collateral Agent and Documentation Agent shall be required ministerial and administrative in nature, and none of Agent, Collateral Agent or Documentation Agent shall have a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Collateral Agent alone shall be authorized to act determine whether any Contracts constitute Eligible Vehicle Contracts, or whether to impose or release any reserve, or whether any conditions to funding or to refrain from acting (issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate Collateral Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Party of the Lenders and the LC Issuer hereby irrevocably authorizes Administrative Agentappoints Credit Suisse AG, and Cayman Islands Branch to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The relationship of Without limiting the foregoing, each Lender irrevocably authorizes and directs the Administrative Agent to (a) upon the other Lender Parties is only that request of the Borrower in connection with any incurrence of Term Loan Refinancing Indebtedness, enter into one commercial lender acting or more amendments to the Collateral Documents as administrative may be agreed between the Borrower and the Administrative Agent to effectuate the Term Loan Refinancing Indebtedness, (b) upon the request of the Borrower in connection with the incurrence of Senior Note Refinancing Indebtedness or Term Loan Refinancing Indebtedness, enter into intercreditor arrangements with the agent for othersor lenders in respect of such Senior Note Refinancing Indebtedness or Term Loan Refinancing Indebtedness to reflect the pari passu or junior nature of the Lien securing the Collateral in respect of such Senior Note Refinancing Indebtedness or Term Loan Refinancing Indebtedness, and nothing (c) upon the request of the Borrower in the Loan Documents shall be construed connection with any incurrence of Indebtedness pursuant to constitute Administrative Agent Section 7.01(l), enter into any amendments to any Collateral Document to include such Indebtedness as a trustee or other fiduciary for any Lender Party secured obligation thereunder or any holder intercreditor arrangements with the trustee, agent or lenders in respect of any participation such Indebtedness to reflect the pari passu or junior nature of the Lien securing the Collateral in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided respect of such Indebtedness. The provisions of this Article are solely for in the Loan Documents. With respect to any matters not expressly provided for in benefit of the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent the Lenders and the LC Issuer, and the Borrower shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to have rights as a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower third party beneficiary of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofsuch provisions.

Appointment and Authority. Each Lender Holder Party hereby irrevocably authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Note Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Note Documents and any matters which the Loan Note Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders Holders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Holder Parties in so acting or refraining from acting) upon the instructions of Majority Lenders Required Holders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Note Documents or to applicable Law. Upon receipt by Such appointment of TAMCO as Administrative Agent from Borrower shall not, however, impair or modify any rights, obligations or duties which TAMCO or any Affiliate of TAMCO otherwise has with respect to any Holder. In its administration of this Agreement and the other Note Documents, except to the extent to which another standard applies to TAMCO by reason of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Defaultother document between TAMCO and another Holder, Administrative Agent will exercise the same care that it exercises in the administration or handling of transactions for its own account, subject, however, to Section 11.12 below. The duties undertaken by TAMCO, as Administrative Agent, have been undertaken as an accommodation to Holders and, accordingly, TAMCO shall promptly notify each other Lender thereofnot be compensated for its services hereunder except as provided in the TCW Governing Documents.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent hereunder. Agent may, and Administrative each Lender authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required to act ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or to refrain from acting (and other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be fully protected authorized to determine whether any Accounts or Inventory constitute Eligible Accounts, Eligible In-Transit Inventory or Eligible Inventory, whether any Installment Receivables constitute Eligible Installment Receivables, or whether to impose or release any reserve, which determinations and free judgments, if exercised in good faith, shall exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. (a) Each Lender Party of the Senior Lenders hereby irrevocably appoints, designates and authorizes MUFG Bank, Ltd., as its TCF Administrative Agent under and for purposes of each TCF Financing Document to which the TCF Administrative Agent is a party, and in its capacity as the TCF Administrative Agent, to act on its behalf as Senior Secured Debt Holder Representative for the Senior Lenders. MUFG Bank, Ltd. xxxxxx accepts this appointment and agrees to act as the TCF Administrative Agent hereby undertakesfor the Senior Lenders in accordance with the terms of this Agreement, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take act as Senior Secured Debt Holder Representative for the Senior Lenders in accordance with the Common Terms Agreement. Each of the Senior Lenders appoints and authorizes the TCF Administrative Agent to act on behalf of such Senior Lender under each TCF Financing Document to which it is a party and in the absence of other written instructions from the Majority Senior Lenders received from time to time by the TCF Administrative Agent (with respect to which the TCF Administrative Agent agrees that it will comply, except as otherwise provided in this Section 13.1 or as otherwise advised by counsel, and subject in all other actions cases to the terms of the Collateral and Intercreditor Agreement), to exercise such powers under the Loan Documents hereunder and thereunder as are specifically delegated to or required of the TCF Administrative Agent by the terms hereof or and thereof, together with all other such powers as may be reasonably incidental thereto. The relationship of Administrative Agent Notwithstanding any provision to the other Lender Parties is only that of one commercial lender acting as administrative agent for otherscontrary contained elsewhere in any TCF Financing Document, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, TCF Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the TCF Administrative Agent have or be required deemed to exercise have any discretion fiduciary relationship with any Senior Lender or take any actionother Credit Agreement Senior Secured Party , and it may request instructions from Lenders with respect to any such matterno implied covenants, in which case it functions, responsibilities, duties, obligations or liabilities shall be required read into any TCF Financing Document or otherwise exist against the TCF Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that TCF Administrative Agent shall is not be required intended to take connote any action which exposes it to a risk of personal liability that it considers unreasonable fiduciary or which is contrary to the Loan Documents other implied (or to applicable Law. Upon receipt by Administrative Agent from Borrower express) obligations arising under agency doctrine of any communication calling for action on the part applicable Government Rule. Instead, such term is used merely as a matter of Lenders market custom, and is intended to create or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofreflect only an administrative relationship between independent contracting parties.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent hereunder. Agent may, and Administrative each Lender authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required to act ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or to refrain from acting (and other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be fully protected authorized to determine whether any Accounts or Inventory constitute Eligible Accounts, Eligible In-Transit Petroleum Inventory, or Eligible Inventory, or whether to impose or release any reserve, which determinations and free judgments, if reasonably exercised, shall exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Party of the Lenders hereby irrevocably authorizes Administrative Agent, and appoints Credit Suisse AG to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The relationship of Without limiting the foregoing, each Lender irrevocably authorizes and directs the Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from actinga) upon the instructions request of Majority Lenders the Borrower in connection with any incurrence of Term Loan Refinancing Indebtedness, enter into one or more amendments to the Collateral Documents as may be agreed between the Borrower and the Administrative Agent to effectuate the Term Loan Refinancing Indebtedness, (including itselfb) upon the request of the Borrower in connection with the incurrence of Senior Note Refinancing Indebtedness or Term Loan Refinancing Indebtedness, enter into intercreditor arrangements with the agent or lenders in respect of such Senior Note Refinancing Indebtedness or Term Loan Refinancing Indebtedness to reflect the pari passu or junior nature of the Lien securing the Collateral in respect of such Senior Note Refinancing Indebtedness or Term Loan Refinancing Indebtedness and (c) upon the request of the Borrower in connection with any incurrence of Indebtedness pursuant to Section 7.01(m), providedenter into any amendments to the Collateral Documents to include such Indebtedness as a secured obligation thereunder or any intercreditor arrangements with the trustee, however, that agent or lenders in respect of such Indebtedness to reflect the pari passu or junior nature of the Lien securing the Collateral in respect of such Indebtedness. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not be required to take any action which exposes it to have rights as a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower third party beneficiary of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofsuch provisions.

Appointment and Authority. (a) Each Lender Party of the Term Lenders hereby irrevocably appoints, designates and authorizes Administrative Société Générale as its Term Loan Facility Agent under and for purposes of each Finance Document to which the Term Loan Facility Agent is a party, and in its capacity as the Term Loan Facility Agent, to act on its behalf as Senior Creditor Group Representative and Administrative the Designated Voting Party (as defined in the Intercreditor Agreement) for the Term Lenders. Société Générale hereby accepts this appointment and agrees to act as the Term Loan Facility Agent for the Term Lenders in accordance with the terms of this Agreement. Each of the Term Lenders hereby undertakesappoints and authorizes the Term Loan Facility Agent to execute and enter into each of the Common Terms Agreement, Intercreditor Agreement and Common Security and Account Agreement on behalf of each Term Lender, in its name, place and stead, to receive payments of principalbind it to the representations, interest warranties, terms and other amounts due hereunder as specified herein conditions contained therein and to take act on behalf of such Term Lender under each Finance Document to which it is a party and in the absence of other written instructions from the Required Term Lenders received from time to time by the Term Loan Facility Agent (with respect to which the Term Loan Facility Agent agrees that it will comply, except as otherwise provided in this Section 10.01 (Appointment and Authority) or as otherwise advised by counsel, and subject in all other actions and cases to the terms of the Intercreditor Agreement), to exercise such powers under the Loan Documents hereunder and thereunder as are specifically delegated to Administrative or required of the Term Loan Facility Agent by the terms hereof or and thereof, together with all other such powers as may be reasonably incidental thereto. The relationship of Administrative Where the Term Loan Facility Agent is required or permitted to act under this Agreement or under any other Finance Document, the Term Loan Facility Agent shall, notwithstanding anything herein or therein to the other Lender Parties is only that contrary, (i) be entitled to request instruction or direction in respect of one commercial lender acting any such rights, powers and discretions or clarification of any written instruction received by it, as administrative agent for othersto whether, and nothing in what manner, it should exercise or refrain from exercising its rights, powers and discretions and (ii) unless the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder terms of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in agreement unambiguously mandate the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free will incur no liability in refraining to act) until that direction, instruction or clarification is received by it from liability to all Lender Parties the relevant parties or from a court of competent jurisdiction. Without limiting the generality of the foregoing sentence, the use of the term “agent” in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary this Agreement with reference to the Term Loan Documents Facility Agent is not intended to connote any fiduciary or to applicable Law. Upon receipt by Administrative Agent from Borrower other implied (or express) obligations arising under agency doctrine of any communication calling for action on the part applicable Government Rule. Instead, such term is used merely as a matter of Lenders market custom, and is intended to create or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofreflect only an administrative relationship between independent contracting parties.

Appointment and Authority. Each of the Lenders and the Issuing Lender Party hereby irrevocably authorizes Administrative Agentappoints Xxxxx Fargo Bank, and National Association to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest and the Collateral Agent hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes such Agents to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent such Agents by the terms hereof or and thereof, together with all other such actions and powers as are reasonably incidental thereto. With the exception of the second and fifth sentences of Section 9.6, the provisions of this Section are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. The relationship of Lenders hereby authorize the Administrative Agent to enter into any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement and any such intercreditor agreement is binding upon the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Lenders. The Administrative Agent a trustee may effect any amendment or supplement to any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or other fiduciary intercreditor agreement or arrangement permitted under this Agreement that is for any Lender Party the purpose of adding the holders of Permitted First Priority Refinancing Debt, or any holder Permitted Second Priority Refinancing Debt or Permitted Other Debt permitted to be incurred under this Agreement, as expressly contemplated by the terms of any participation in a Note nor to impose on Administrative Agent duties and obligations such First Lien Intercreditor Agreement, such Junior Lien Intercreditor Agreement or such other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agentintercreditor agreement or arrangement permitted under this Agreement, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofas applicable.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent hereunder. Agent may, and Administrative each Lender authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required to act ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or to refrain from acting (and other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be fully protected authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or whether to impose or release any reserve, and free to exercise its reasonable credit judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. (a) Each Lender Secured Party hereby irrevocably appoints and designates Bank of America as Agent under all Loan Documents. Agent may, and each Secured Party authorizes Administrative Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of the Secured Parties. Each Secured Party agrees that any action taken by Agent, and Administrative Agent hereby undertakesthe Required Lenders, to receive payments Required Facility Lenders, the Super-Majority Lenders or the Super-Majority Facility Lenders in accordance with the provisions of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (i) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (ii) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement (or joinder thereto), in which case it and accept delivery of each Loan Document from any Loan Party or other Person; (iii) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (iv) manage, supervise or otherwise deal with Collateral; and (v) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Secured Party, Participant or other Person by reason of any Loan Document or any transaction relating thereto. Agent alone shall be authorized to act determine whether any Accounts, Rental Equipment, Equipment or Inventory constitute Eligible Accounts, Eligible Goods Inventory, Eligible Container Inventory Held for Sale, Eligible Machinery and Equipment, Eligible Raw Materials Inventory, Eligible Real Property, Eligible Rental Equipment or Eligible Work-In-Process Container Inventory, whether to impose or release any reserve, or whether any conditions to funding or to refrain from acting (issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Party of the Lenders hereby irrevocably appoints Xxxxxxx Xxxxx International to act on its behalf as Administrative Agent hereunder and under the other Facility Documents and authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The relationship Each of Administrative the Lenders hereby irrevocably appoints Xxxxxxx Xxxxx Professional Clearing Corp. to act on its behalf as Collateral Agent hereunder and under the other Facility Documents and authorizes Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders hereby irrevocably appoints Xxxxxxx Xxxxx Professional Clearing Corp. to act on its behalf as Calculation Agent hereunder and under the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Facility Documents and any matters which authorizes Calculation Agent to take such actions on its behalf and to exercise such powers as are delegated to Calculation Agent by the Loan Documents place within terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. In performing its functions and duties hereunder, the discretion Agents shall act solely as an agent of Administrative Agent, Administrative Agent the Lenders and does not assume and shall not be required deemed to exercise have assumed any discretion obligation towards or take relationship of agency or trust with or for Borrower. For the avoidance of doubt, Collateral Agent and Calculation Agent shall comply with any actioninstructions from Administrative Agent. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and it may request instructions from Lenders Borrower shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Facility Documents (or any other similar term) with respect reference to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall is not be required intended to take connote any action which exposes it to a risk fiduciary or other implied (or express) obligations arising under agency doctrine of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to any applicable Law. Upon receipt by Administrative Agent from Borrower Instead such term is used as a matter of any communication calling for action on the part of Lenders market custom, and is intended to create or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofreflect only an administrative relationship between contracting parties.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent hereunder. Agent may, and Administrative each Lender authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts, Eligible In-Transit Inventory or Eligible Inventory, or whether to impose or release any Availability Reserve, and to exercise its Credit Judgment, if applicable, in connection therewith, which case it determinations and judgments, if exercised in good faith, shall be required to act or to refrain from acting (and shall be fully protected and free exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative the Term Lender Agent, and Administrative the Term Lender Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Credit Documents as are specifically delegated to Administrative the Term Lender Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative the Term Lender Agent to the other Lender Parties is only that of one commercial lender acting as administrative an agent for others, and nothing in the Loan Credit Documents shall be construed to constitute Administrative the Term Lender Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note Party, nor to impose on Administrative the Term Lender Agent duties and obligations other than those expressly provided for in the Loan Credit Documents. With respect to any matters not expressly provided for in the Loan Credit Documents and any matters which that the Loan Credit Documents place within the discretion of Administrative the Term Lender Agent, Administrative the Term Lender Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders the Lender Parties with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of the Majority Term Lenders (including itself), ; provided, however, that Administrative the Term Lender Agent shall not be required to take any action which that exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Credit Documents or to applicable Law. Upon receipt by Administrative the Term Lender Agent from the Borrower Representative of any communication calling for action on the part of the Term Lenders or upon notice from the Borrower Representative or any Term Lender to Administrative the Term Lender Agent of any Default or Event of Default, Administrative the Term Lender Agent shall promptly notify each other Term Lender thereof.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes the Administrative Agent, and the Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of the Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute the Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on the Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of the Administrative Agent, the Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Required Lenders (including itself), ; provided, however, that the Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.

Appointment and Authority. Each Lender Secured Party hereby irrevocably authorizes appoints and designates Bank of America as Administrative AgentAgent and Collateral Agent under all Loan Documents. Each Agent may, and Administrative each Secured Party authorizes each Agent hereby undertakesto, enter into all Loan Documents to receive payments which such Agent is intended to be a party and accept all Security Documents. Any action taken by any Agent in accordance with the provisions of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by such Agent by the terms hereof of any rights or thereofremedies set forth therein, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder authorized by and binding upon all Secured Parties. Without limiting the generality of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agentforegoing, Administrative Agent shall not be required have the sole and exclusive authority to exercise any discretion or take any action, (a) act as the disbursing and it may request instructions from collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver, as Administrative Agent, each Loan Document, including the Intercreditor Agreement and any such matterother intercreditor or subordination agreement, in which case it and accept delivery of each Loan Document; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral or under any Loan Documents, Applicable Law or otherwise. Agents alone shall be required authorized to act determine eligibility and applicable advance rates under the Borrowing Base in accordance with the terms of this Agreement, whether to impose or release any reserve, or whether any conditions to refrain from acting (funding or issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate each Agent from liability to all any Secured Party or other Person for any error in judgment. In addition to the foregoing, each Secured Party hereby irrevocably authorizes the Administrative Agent (x) to enter into the Intercreditor Agreement and (y) with the consent of Required Lenders, such consent not to be unreasonably withheld or delayed, (i) to amend the Intercreditor Agreement, (ii) enter into, or amend, similar agreements with the same or similar purpose, as agent for and on its behalf in accordance with the terms specified in this Agreement and (iii) to enter into, or amend, any other subordination or intercreditor agreement to effect the subordination of Liens securing Obligations under the Loan Documents contemplated by Sections 10.2.1(h) and 10.2.1(i) as agent for and on its behalf in accordance with the terms specified in this Agreement. Any such Intercreditor Agreement or subordination or intercreditor agreement entered into by Administrative Agent on behalf of the Secured Parties shall be binding upon each Secured Party. Each Lender Parties in so acting (and each Person that becomes a Lender hereunder pursuant to Section 14.3) and each other Secured Party hereby authorizes and directs the Administrative Agent to enter into the Intercreditor Agreement and any such subordination and intercreditor agreement on behalf of such Secured Party and agrees that the Administrative Agent may take such actions on its behalf as is contemplated by the terms of the Intercreditor Agreement and any such subordination or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that intercreditor agreement. Administrative Agent shall not be required to take notify the Secured Parties of the effectiveness of the Intercreditor Agreement and any action which exposes it to such subordination or intercreditor agreement when executed and shall provide a risk copy of personal liability that it considers unreasonable the executed Intercreditor Agreement and any such subordination or which is contrary intercreditor agreement to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofSecured Parties as and when effective.

Appointment and Authority. Each Lender Secured Party hereby irrevocably authorizes Administrative Agentappoints and designates JPM as Agent under all Loan Documents. Agent may, and Administrative each Secured Party authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents. Any action taken by Agent or Required Lenders in accordance with the provisions of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement (including any intercreditor or subordination agreement in respect of the Existing HY Notes with the purchaser of (or any trustee, agent or representative for the purchaser of) any Third Party Contract), and accept delivery of each Loan Document; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral or under any Loan Documents, Applicable Law or otherwise. Agent alone is authorized to determine eligibility and applicable advance rates under the Borrowing Base, whether to impose or release any reserve, or whether any conditions to funding or issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in which case it good faith, shall be required to act or to refrain from acting (and shall be fully protected and free exonerate Agent from liability to all Lender Parties any Secured Party or other Person for any error in so acting or refraining from actingjudgment. No Secured Party (other than Agent) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required have any right individually to take any action which exposes it Enforcement Action or otherwise exercise any rights or remedies with respect to a risk of personal liability that it considers unreasonable or which is contrary to any Collateral under the Loan Documents Documents, Applicable Law or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofotherwise.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any of the Notes or of any participation in a Note therein nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties Lenders in so acting or refraining from acting) upon the instructions of Majority Required Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any other Lender Party to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender Party thereof.

Appointment and Authority. Each Lender Secured Party hereby irrevocably authorizes appoints and designates Bank of America as Administrative AgentAgent under all Loan Documents. The Administrative Agent may, and each Secured Party authorizes the Administrative Agent hereby undertakesto, enter into all Loan Documents to receive payments which the Administrative Agent is intended to be a party and accept all Security Documents. Any action taken by the Administrative Agent in accordance with the provisions of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Documents, and the exercise by the Administrative Agent by the terms hereof of any rights or thereofremedies set forth therein, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder authorized by and binding upon all Secured Parties. Without limiting the generality of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agentforegoing, Administrative Agent shall not be required have the sole and exclusive authority to exercise any discretion or take any action, (a) act as the disbursing and it may request instructions from collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver, as Administrative Agent, each Loan Document, including any such matterIntermediation Access Agreement, in which case it the Collateral Rights Agreement and any intercreditor or subordination agreement, and accept delivery of each Loan Document; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral or under any Loan Documents, Applicable Law or otherwise. The Administrative Agent alone shall be required authorized to act determine eligibility and applicable advance rates under the Borrowing Base in accordance with the terms of this Agreement, whether to impose or release any reserve, or whether any conditions to refrain from acting (funding or issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate the Administrative Agent from liability to all any Secured Party or other Person for any error in judgment. In addition to the foregoing, each Secured Party hereby irrevocably authorizes the Administrative Agent, at Administrative Agent’s option and discretion, to enter into, or amend, the Collateral Rights Agreement (or similar agreements with the same or similar purpose) or any Intermediation Access Agreement. Any such Collateral Rights Agreement or any Intermediation Access Agreement entered into by Administrative Agent on behalf of the Secured Parties shall be binding upon each Secured Party. Each Lender Parties in so acting (and each Person that becomes a Lender hereunder pursuant to Section 14.3) and each other Secured Party hereby authorizes and directs the Administrative Agent to enter into the Collateral Rights Agreement or refraining from acting) upon any Intermediation Access Agreement on behalf of such Secured Party and agrees that the instructions Administrative Agent may take such actions on its behalf as is contemplated by the terms of Majority Lenders (including itself), provided, however, that the Collateral Rights Agreement or any Intermediation Access Agreement. Administrative Agent shall not be required to take notify the Secured Parties of the effectiveness of the Collateral Rights Agreement or any action which exposes it to Intermediation Access Agreement when executed and shall provide a risk copy of personal liability that it considers unreasonable the executed Collateral Rights Agreement or which is contrary any Intermediation Access Agreement to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofSecured Parties as and when effective.

Appointment and Authority. Each of the Lenders and the Issuing Lender Party hereby irrevocably authorizes Administrative Agent, and appoints PNC to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The relationship provisions of this Section 10 are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the Collateral Agent under this Agreement, the Pledge and Security Agreement and the other Loan Documents, and each of the Lenders and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the other agent of such Lender Parties is only that and Issuing Lender for purposes of one commercial lender acting as administrative agent for othersacquiring, holding and nothing in enforcing any and all Liens on Collateral granted by any of the Loan Documents shall be construed Parties to constitute Administrative Agent a trustee or other fiduciary for secure any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties the Obligations, together with such powers and obligations other than those expressly provided for in discretion as are reasonably incidental thereto. In this connection, the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, as Collateral Agent and any agents or employees appointed by such Administrative Agent pursuant to this Section for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under this Agreement, the Pledge and Security Agreement or the other Loan Documents, or for exercising any rights and remedies thereunder at the direction of such Administrative Agent), shall not be required entitled to exercise any discretion or take any actionthe benefits of all provisions of this Section 10 [The Administrative Agent], Section 11 [Miscellaneous] and it may request instructions from Lenders Section 12 [Joint and Several Obligations of Borrowers] as if set forth in full herein with respect thereto. The Collateral Agent is hereby authorized by the Lenders which are a party to this Agreement to execute and deliver any such matterdocuments necessary or appropriate to create rights of pledge governed by the laws of the Netherlands for the benefit of the Lenders, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon including, without limitation, the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary Dutch Pledge Agreement. Without prejudice to the provisions of this Agreement and the other Loan Documents or to applicable Law. Upon receipt Documents, the parties hereto acknowledge and agree with the creation of parallel debt obligation of the Pledgors as will be described in the Parallel Debt(s) (both as defined in the Dutch Pledge Agreement) including that any payment received by Administrative the Collateral Agent from Borrower in respect of any communication calling for action on the part Parallel Debt(s) will be deemed a satisfaction of Lenders or upon notice from Borrower or any Lender to Administrative Agent a pro rata portion of any Default or Event the corresponding amounts of Default, Administrative Agent shall promptly notify each other Lender thereofthe Obligations.

Appointment and Authority. Each Lender Party of the Lenders hereby irrevocably authorizes Administrative Agentappoints Credit Suisse AG, and Cayman Islands Branch to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The relationship of Without limiting the foregoing, each Lender irrevocably authorizes and directs the Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from actinga) upon the instructions request of Majority Lenders the Borrower in connection with any incurrence of Term Loan Refinancing Indebtedness, enter into one or more amendments to the Collateral Documents as may be agreed between the Borrower and the Administrative Agent to effectuate the Term Loan Refinancing Indebtedness, (including itselfb) upon the request of the Borrower in connection with the incurrence of Senior Note Refinancing Indebtedness or Term Loan Refinancing Indebtedness, enter into intercreditor arrangements with the agent or lenders in respect of such Senior Note Refinancing Indebtedness or Term Loan Refinancing Indebtedness to reflect the pari passu or junior nature of the Lien securing the Collateral in respect of such Senior Note Refinancing Indebtedness or Term Loan Refinancing Indebtedness and (c) upon the request of the Borrower in connection with any incurrence of Indebtedness pursuant to Section 7.01(m), providedenter into any amendments to the Collateral Documents to include such Indebtedness as a secured obligation thereunder or any intercreditor arrangements with the trustee, however, that agent or lenders in respect of such Indebtedness to reflect the pari passu or junior nature of the Lien securing the Collateral in respect of such Indebtedness. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not be required to take any action which exposes it to have rights as a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower third party beneficiary of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofsuch provisions.

Appointment and Authority. Each Lender Party hereby ------------------------- irrevocably authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.

Appointment and Authority. Each Lender Party hereby of the Lenders irrevocably appoints, designates and authorizes Administrative Agent, and the Administrative Agent hereby undertakes, to receive payments of principal, interest act on its behalf as the Administrative Agent hereunder and under the other amounts due hereunder as specified herein Loan Documents and to take all other actions perform such duties on its behalf and to exercise such powers under the Loan Documents as are specifically expressly delegated to the Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship provisions of this Article are solely for the benefit of the Administrative Agent to and the other Lender Parties is only that of one commercial lender acting as administrative agent for othersLenders (and their respective permitted successors and permitted assigns), and nothing in the no Loan Documents Party shall be construed to constitute Administrative Agent have rights as a trustee or other fiduciary for any Lender Party or any holder third-party beneficiary of any participation in a Note nor to impose on Administrative Agent duties of such provisions. Each of the Lenders hereby acknowledges and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, agrees that Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Administrative Agent have or be required deemed to take have any action which exposes it to a risk fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Administrative Agent. It is understood and agreed that the use of personal liability that it considers unreasonable the term “agent” herein or which is contrary in any other Loan Document (or any other similar term) with reference to the Loan Documents Administrative Agent is not intended to connote any fiduciary or to applicable other implied (or express) obligations arising under agency doctrine of any Applicable Law. Upon receipt Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The permissive authorizations, entitlements, powers and rights (including the right to request that the Borrowers take an action or deliver a document and the exercise of remedies following an Event of Default) granted to Administrative Agent herein shall not be construed as duties. The Administrative Agent shall have no responsibility for interest or income on any Lender funds held by it hereunder and any such funds so held shall be held un-invested pending distribution thereof. Whether or not explicitly set forth therein, the rights, powers, protections, immunities and indemnities granted to Administrative Agent herein shall apply to any document entered into by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to in connection with its role as Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofhereunder.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent hereunder. Agent may, and Administrative each Lender authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligated Party or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required to act ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or to refrain from acting (and other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be fully protected authorized to determine whether any Inventory constitutes Eligible Inventory, or whether to impose or release any reserve, which determinations and free judgments, if reasonably exercised, shall exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates Xxxxx Fargo as Agent hereunder. Agent may, and Administrative each Lender authorizes Agent hereby undertakesto, to receive payments of principalenter into all Loan Documents (including, interest without limitation, the 2009 Debenture Intercreditor Agreement, Last-Out Term Loan Intercreditor Agreement, the Second Lien Debt Intercreditor Agreement, any amendments thereto, and other amounts due hereunder as specified herein any and to take all other actions and to exercise such powers subordination and/or intercreditor agreements required under the terms of this Agreement) to which Agent is intended to be a party and accept all Loan Documents as are specifically delegated to Administrative Documents, for Agent’s benefit and the Pro Rata benefit of Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the terms hereof Agent or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) exercise all rights and remedies given to Agent with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required to act ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or to refrain from acting (and other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be fully protected authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or whether to impose or release any reserve, and free to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any other Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.

Appointment and Authority. Each Lender Party of the Lenders hereby irrevocably authorizes Administrative Agentappoints Credit Suisse AG, and Cayman Islands Branch to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The relationship of Without limiting the foregoing, each Lender irrevocably authorizes and directs the Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from actinga) upon the instructions request of Majority Lenders the Borrower in connection with any incurrence of Term Loan Refinancing Indebtedness, enter into one or more amendments to the Collateral Documents as may be agreed between the Borrower and the Administrative Agent to effectuate the Term Loan Refinancing Indebtedness, (including itselfb) upon the request of the Borrower in connection with the incurrence of Senior Note Refinancing Indebtedness or Term Loan Refinancing Indebtedness, enter into intercreditor arrangements with the agent or lenders in respect of such Senior Note Refinancing Indebtedness or Term Loan Refinancing Indebtedness to reflect the pari passu or junior nature of the Lien securing the Collateral in respect of such Senior Note Refinancing Indebtedness or Term Loan Refinancing Indebtedness and (c) upon the request of the Borrower in connection with any incurrence of Indebtedness pursuant to Section 7.01(l), providedenter into any amendments to the Collateral Documents to include such Indebtedness as a secured obligation thereunder or any intercreditor arrangements with the trustee, however, that agent or lenders in respect of such Indebtedness to reflect the pari passu or junior nature of the Lien securing the Collateral in respect of such Indebtedness. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not be required to take any action which exposes it to have rights as a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower third party beneficiary of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofsuch provisions.

Appointment and Authority. Each Lender Secured Party hereby irrevocably authorizes appoints and designates Bank of America as the Administrative AgentAgent under all Loan Documents and Bank of America hereby accepts such appointments. The Administrative Agent may, and each Secured Party authorizes the Administrative Agent hereby undertakesto, enter into all Loan Documents to receive payments which the Administrative Agent is intended to be a party and accept all Security Documents, for the benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Secured Parties. Each Secured Party agrees that any action taken by the Administrative Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Documents, and the exercise by the Administrative Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, the Lenders with respect to all payments and nothing collections arising in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in connection with the Loan Documents. With ; (b) execute and deliver as the Administrative Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Loan Party or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any matters not expressly provided for in Collateral under the Loan Documents and Documents, Applicable Law or otherwise. No Secured Party shall have any matters which right individually to take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents place within Documents, Applicable Law or otherwise. The duties of the discretion of Administrative AgentAgent shall be ministerial and administrative in nature, and the Administrative Agent shall not be required to exercise have a fiduciary relationship with any discretion Secured Party, Participant or take other Person, by reason of any action, and it may request instructions from Lenders with respect to Loan Document or any such matter, in which case it transaction relating thereto. The Administrative Agent alone shall be required authorized to act determine whether any Accounts or Inventory constitute Eligible Accounts, Eligible Inventory or Eligible In-Transit Inventory, whether to impose or release any Availability Reserve, or whether any conditions to funding or to refrain from acting (issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate the Administrative Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.error in judgment. 134

Appointment and Authority. (a) Each Lender Party hereby irrevocably authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a US Note or Canadian Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from any Borrower of any communication calling for action on the part of Lenders or upon notice from any Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent Administrative Agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any other Lender to Administrative Agent of any Default or Event of a Default, Administrative Agent shall promptly notify each other Lender thereof.

Appointment and Authority. Each Lender on behalf of itself and each Affiliate thereof which is a Secured Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent hereunder. Agent may, and Administrative each Lender on behalf of itself and each Affiliate thereof which is a Secured Party authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of principal, interest Lenders. Each Lender on behalf of itself and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under each Affiliate thereof which is a Secured Party agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Subject to act or to refrain from acting (and Section 14.1.1(d), Agent alone shall be fully protected authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or whether to impose or release any reserve, and free to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. (a) Each of the Lenders and each Issuing Lender Party hereby irrevocably appoints, designates and authorizes Administrative Agent, and Bank of America to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lenders, and neither the Company nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. In furtherance of the foregoing, and not in limitation, each of the Lenders authorizes the Administrative Agent to enter into one or more intercreditor agreements acceptable to the Administrative Agent in its sole discretion with parties to any Permitted Receivables Facility. Such intercreditor agreements may provide for, among other Lender Parties is only that of one commercial lender acting as administrative agent for othersthings, (i) the Administrative Agent’s and the Lenders’ forbearance of, and nothing other limitations on, any exercise of remedies in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder respect of any participation equity interests in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect any Receivables Entity and/or any notes issued by any Receivables Entity to any matters not expressly provided for Receivables Seller in connection with any Permitted Receivables Facility, in any case, that have been pledged to secure the Loan Documents and any matters which the Loan Documents place within the discretion Obligations and/or (ii) disclaimers of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any actioninterests on, and it may request instructions from Lenders with respect to releases of security interests in, any such matter, in which case it shall be required to act or to refrain from acting (Receivables and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofPermitted Receivables Facility Assets.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative the Agent, and Administrative the Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative the Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative the Agent to the other Lender Parties Lenders is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative the Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative the Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative the Agent, Administrative the Agent shall not be required to exercise any discretion or take any action, and it may request instructions from the Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties the Lenders in so acting or refraining from acting) upon the instructions of Majority the Required Lenders (including itself), provided, however, that Administrative the Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative the Agent from the Borrower of any communication calling for action on the part of the Lenders or upon notice from Borrower or any other Lender to Administrative the Agent of any Potential Event of Default or Event of Default, Administrative the Agent shall promptly notify each other Lender thereof.

Appointment and Authority. (1) Each Lender Secured Party hereby irrevocably appoints and designates Bank of America as Agent under all Loan Documents. Agent may, and each Secured Party authorizes Administrative Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for the benefit of Secured Parties. Each Secured Party agrees that any action taken by Agent, and Administrative Agent hereby undertakesRequired Lenders, to receive payments U.S. Required Lenders, Canadian Required Lenders, German Required Lenders, or U.K./Dutch Required Lenders in accordance with the provisions of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Requirements of Law or otherwise. The duties of Agent shall be required ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be authorized to act determine whether any Accounts, Credit Card Receivables, Toptracer Bays or Inventory constitute Eligible Accounts, Eligible Credit Card Receivables, Eligible Toptracer Bays, Eligible Inventory or Eligible In-Transit Inventory, whether to impose or release any reserve, or whether any conditions to funding or to refrain from acting (issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Party hereby irrevocably ------------------------- authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties Lenders is only that of one commercial lender bank acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any of the Notes or of any participation in a Note therein nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties Lenders in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Lawlaw. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.

Appointment and Authority. Each Lender Party of the Lenders and the L/C Issuers hereby irrevocably authorizes Administrative Agent, and appoints JPMCB to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all such actions and powers as are reasonably incidental thereto. Each of the Lenders and the L/C Issuers hereby irrevocably appoints (a) X.X. Xxxxxx Europe Limited to act on its behalf as the London Administrative Agent and (b) JPMorgan Chase Bank, N.A., Hong Kong branch, to act on its behalf as the Singapore Administrative Agent, in each case, under this Agreement and the other Loan Documents and authorizes the London Administrative Agent and the Singapore Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The relationship Lenders acknowledge and agree that JPMCB may appoint any other Affiliate or branch of JPMCB to act as the London Administrative Agent or the Singapore Administrative Agent, and each Lender hereby irrevocably appoints such other Affiliate or branch to act on its behalf as the London Administrative Agent or the Singapore Administrative Agent under this Agreement and the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which authorizes such other Affiliate or branch to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the Loan Documents place within the discretion terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each Affiliate or a branch of Administrative Agent, Administrative JPMCB that is acting as an Agent shall not be required to exercise an express third party beneficiary of the provisions of this Article IX and all the other exculpatory, reimbursement, indemnification and like provisions set forth for the benefit of an Agent in this Agreement or any discretion or take any actionother Loan Document. The provisions of this Article are solely for the benefit of the Agents, the Lenders and the L/C Issuers, and it may request instructions from Lenders with respect to neither any such matter, in which case it Borrower nor any other Loan Party shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to have rights as a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower third party beneficiary of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.such provisions. 118

Appointment and Authority. (a) Each Lender Party of the Lenders hereby irrevocably authorizes Administrative Agent, and appoints BALCAP to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto; provided that in no event shall the Administrative Agent have any powers or be required to take any actions other than those set forth in Section 11.01. Each of the Lenders hereby irrevocably appoints BALCAP to act on its behalf as the Collateral Agent hereunder and under the other Loan Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, including, without limitation, acting as Collateral Agent to the Lenders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such actions, discretion and powers as are reasonably incidental thereto provided, however, in no event shall the Collateral Agent have any obligations under the Loan Documents to take any actions other than those described in or otherwise specifically delegated to the Collateral Agent under the Loan Documents. Each of the Lenders hereby irrevocably appoints Bank of Utah to act on its behalf as Payment Agent hereunder and under the other Loan Documents and authorizes the Payment Agent to take such actions on its behalf and to exercise such powers as are delegated to the Payment Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The relationship provisions of Administrative Agent to this Article are solely for the other Lender Parties is only that benefit of one commercial lender acting as administrative agent for othersthe Agents and the Lenders, and nothing in the neither any Borrower nor any other Loan Documents Party shall be construed to constitute Administrative Agent have rights as a trustee or other fiduciary for any Lender Party or any holder third party beneficiary of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofprovisions.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Collateral Agent, and Administrative Collateral Agent hereby undertakes, to hold and maintain the Collection Account and receive payments of principaldeposits therein, interest and other amounts due hereunder as specified herein make distributions therefrom in accordance with Section 2.11 and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative the Collateral Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Collateral Agent to the other Lender Parties is only that of one commercial lender a bank acting as administrative agent Collateral Agent for othersLender, and nothing in the Loan Documents shall be construed to constitute Administrative Collateral Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note the Loan nor to impose on Administrative Collateral Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Collateral Agent, Administrative Collateral Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders Lender with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to Lender, all Lender Related Parties or any other Person, pending receipt of instructions or in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself)Lender, provided, however, that Administrative Collateral Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.

Appointment and Authority. Each of the Lenders and the Issuing Lender Party hereby irrevocably authorizes Administrative Agentappoints JPMorgan Chase Bank, and N.A. to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest and the Collateral Agent hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes such Agents to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent such Agents by the terms hereof or and thereof, together with all other such actions and powers as are reasonably incidental thereto. With the exception of the second and fifth sentences of Section 9.6, the provisions of this Section are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. The relationship of Lenders hereby authorize the Administrative Agent to enter into any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement and any such intercreditor agreement is binding upon the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Lenders. The Administrative Agent a trustee may effect any amendment or supplement to any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement or other fiduciary intercreditor agreement or arrangement permitted under this Agreement that is for any Lender Party the purpose of adding the holders of Permitted First Priority Refinancing Debt, or any holder Permitted Second Priority Refinancing Debt permitted to be incurred under this Agreement, as expressly contemplated by the terms of any participation in a Note nor to impose on Administrative Agent duties and obligations such First Lien Intercreditor Agreement, such Junior Lien Intercreditor Agreement or such other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agentintercreditor agreement or arrangement permitted under this Agreement, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofas applicable.

Appointment and Authority. (a) Each Lender Party hereby irrevocably appoints and designates Bank of America as Administrative Agent hereunder. Each Lender appoints and designates each of Bank of America, General Electric Capital Corporation and Xxxxx Fargo Capital Finance, LLC as a Collateral Agent hereunder. Administrative Agent may, and each Lender authorizes Administrative Agent and each Collateral Agent to, enter into all Credit Documents to which Administrative Agent and each Collateral Agent is intended to be a party and accept all Security Documents, for Administrative Agent’s benefit and the Pro Rata benefit of Lenders. Each Lender agrees that any action taken by Administrative Agent or Required Lenders in accordance with the provisions of the Credit Documents, and the exercise by Administrative Agent hereby undertakes, to receive payments or Required Lenders of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof any rights or thereofremedies set forth therein, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder authorized by and binding upon all Lenders. Without limiting the generality of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agentforegoing, Administrative Agent shall not be required have the sole and exclusive authority to exercise any discretion or take any action, (a) act as the disbursing and it may request instructions from collecting agent for the Lenders with respect to all payments and collections with respect to the U.S. Obligors arising in connection with the Obligations under the Credit Documents; (b) execute and deliver as Administrative Agent each Credit Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for the Secured Parties for purposes of perfecting and administering Liens granted by the U.S. Obligors securing the Obligations under the Credit Documents and for other purposes stated therein (other than the authority specifically granted to the Collateral Agents herein); (d) manage, supervise or otherwise deal with Collateral of U.S. Obligors securing the Obligations; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral of U.S. Obligors securing the Obligations under the Credit Documents, Applicable Law or otherwise. The duties of Administrative Agent and the Collateral Agents shall be required to act ministerial and administrative in nature, and neither Administrative Agent nor any Collateral Agent shall have a fiduciary relationship with any Lender, Secured Party, Participant or to refrain from acting (and other Person, by reason of any Loan Document or any transaction relating thereto. Administrative Agent alone shall be fully protected authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or (subject to the following proviso) whether to impose or release any reserve, and free to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Administrative Agent from liability to all any Lender Parties or other Person for any error in so acting judgment; provided, that notwithstanding the foregoing, the Collateral Agents shall be authorized to determine whether to impose or refraining from acting) upon the instructions of Majority Lenders release certain reserves (including itselfas set forth in this Agreement), providedand to exercise their Credit Judgment in connection therewith, howeverwhich determinations and judgments, that Administrative Agent if exercised in good faith, shall not be required exonerate the Collateral Agents from liability to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. (a) Each Lender Party of the Lenders hereby irrevocably authorizes Administrative Agent, and appoints Xxxxx Fargo to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The relationship Except for Section 9.6, the provisions of this Article IX are solely for the benefit of the Administrative Agent and the Lenders, and neither Holdings nor any Subsidiary or Affiliate thereof shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other Lender Parties implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is only that used as a matter of one commercial lender acting as administrative agent for othersmarket custom, and nothing is intended to create or reflect only an administrative relationship between contracting parties. Except as expressly otherwise provided in this Agreement, Administrative Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Administrative Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents shall be construed that provides rights or powers to constitute Administrative Agent, Lenders agree that Administrative Agent a trustee shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other fiduciary written agreements with respect to the Loan Documents, (c) make Revolving Loans, for any Lender Party itself or any holder on behalf of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly Lenders, as provided for in the Loan Documents. With respect to any matters not expressly , (d) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided for in the Loan Documents Documents, (e) open and any matters which maintain such bank accounts and cash management arrangements as Administrative Agent deems necessary and appropriate in accordance with the Loan Documents place within for the discretion of Administrative Agentforegoing purposes, Administrative Agent shall not be required to exercise any discretion or take any action(f) perform, exercise, and it may request instructions from Lenders enforce any and all other rights and remedies of the Lender Group with respect to Holdings or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Secured Party Expenses as Administrative Agent shall not be required to take any action which exposes it to a risk may deem necessary or appropriate for the performance and fulfillment of personal liability that it considers unreasonable or which is contrary its functions and powers pursuant to the Loan Documents or to applicable LawDocuments. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.112

Appointment and Authority. Each Lender Party and LC Issuer hereby irrevocably appoints Administrative Agent to act on its behalf as Administrative Agent hereunder and under the other Loan Documents and authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. Administrative Agent hereby appoints Collateral Agent to act on its behalf as Collateral Agent under the Security Documents and each Lender and LC Issuer consents to and affirms such appointment and authorizes Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to Collateral Agent by the terms hereof or thereof, Mid-Con Energy Properties, LLC Compiled Credit Agreement together with such actions and powers as are reasonably incidental thereto. The relationship provisions of Administrative Agent to this Article are solely for the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion benefit of Administrative Agent, Collateral Agent, Lenders and LC Issuer, and neither Borrower nor any other Restricted Person shall have rights as a third party beneficiary of any of such provisions. Administrative Agent shall not be required agrees to deliver, at Borrower’s expense, to each Lender a copy of each material Security Document. Administrative Agent agrees that it will from time to time deliver to each Lender all information regarding the Obligations that is in the possession of Administrative Agent and typically provided by an administrative agent to the lenders in a syndicated credit facility. Collateral Agent agrees if after exercise any discretion of rights under Security Documents it obtains payment of all or take any actiona portion of the aggregate Obligations owed to the Lenders, and it may request instructions from Lenders with respect to any such matterLC Issuer or a Lender Counterparty, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender promptly turn over to Administrative Agent of any Default monies or Event of Default, Administrative Agent shall promptly notify each other Lender thereofproperty received by it as Collateral Agent.

Appointment and Authority. (a) Each Lender Party of the Senior Lenders hereby irrevocably appoints, designates and authorizes Wilmington Trust, National Association, as its Administrative Agent under and for purposes of each Financing Document to which the Administrative Agent is a party, and in its capacity as the Administrative Agent, to act on its behalf as Senior Secured Debt Holder Representative for the Senior Lenders. Wilmington Trust, National Association hereby accepts this appointment and agrees to act as the Administrative Agent hereby undertakesfor the Senior Lenders in accordance with the terms of this Agreement, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take act as Senior Secured Debt Holder Representative for the Senior Lenders in accordance with the Common Terms Agreement. Each of the Senior Lenders appoints and authorizes the Administrative Agent to act on behalf of such Senior Lender under each Financing Document to which it is a party (including each reliance letter provided under Section 6.1(g))) and in the absence of other written instructions from the Majority Senior Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section 11.1 or as otherwise advised by counsel, and subject in all other actions cases to the terms of the Collateral and Intercreditor Agreement), to exercise such powers under the Loan Documents hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof or and thereof, together with all other such powers as may be reasonably incidental thereto. The relationship of Administrative Agent Notwithstanding any provision to the other Lender Parties is only that of one commercial lender acting as administrative agent for otherscontrary contained elsewhere in any Financing Document, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be required deemed to exercise have any discretion fiduciary relationship with any Senior Lender or take any actionother Credit Agreement Senior Secured Party, and it may request instructions from Lenders with respect to any such matterno implied covenants, in which case it functions, responsibilities, duties, obligations or liabilities shall be required read into any Financing Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall is not be required intended to take connote any action which exposes it to a risk of personal liability that it considers unreasonable fiduciary or which is contrary to the Loan Documents other implied (or to applicable Law. Upon receipt by Administrative Agent from Borrower express) obligations arising under agency doctrine of any communication calling for action on the part applicable Government Rule. Instead, such term is used merely as a matter of Lenders market custom, and is intended to create or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofreflect only an administrative relationship between independent contracting parties.

Appointment and Authority. Each Lender Party of the Lenders hereby irrevocably authorizes Administrative Agent, and appoints Standard Chartered Bank to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest and collateral agent hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Xxxxxx’s behalf. It is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the other Lender Parties is only Collateral (including any amendment, supplement, modification or joinder with respect thereto) and the rights of the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that of one commercial lender acting as administrative agent for others, and nothing in any such action by the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary shall bind the Lenders. Except as otherwise provided in Section 8.06, the provisions of this Article are solely for any Lender Party or any holder the benefit of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent the Lenders, and the Borrower shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to have rights as a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower third-party beneficiary of any communication calling for action on of such provisions. It is understood and agreed that the part use of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.the term

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it 004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004] may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself)) or all Lenders, if required, provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.

Appointment and Authority. Each Lender Party of the Lenders and the L/C Issuers hereby irrevocably authorizes Administrative Agent, and appoints JPMCB to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all such actions and powers as are reasonably incidental thereto. Each of the Lenders and the L/C Issuers hereby irrevocably appoints (a) X.X. Xxxxxx Europe Limited to act on its behalf as the London Administrative Agent and (b) JPMorgan Chase Bank, N.A., Hong Kong branch, to act on its behalf as the Singapore Administrative Agent, in each case, under this Agreement and the other Loan Documents and authorizes the London Administrative Agent and the Singapore Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The relationship Lenders acknowledge and agree that JPMCB may appoint any other Affiliate or branch of JPMCB to act as the London Administrative Agent or the Singapore Administrative Agent, and each Lender hereby irrevocably appoints such other Affiliate or branch to act on its behalf as the London Administrative Agent or the Singapore Administrative Agent under this Agreement and the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which authorizes such other Affiliate or branch to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the Loan Documents place within the discretion terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each Affiliate or a branch of Administrative Agent, Administrative JPMCB that is acting as an Agent shall not be required to exercise an express third party beneficiary of the provisions of this Article IX and all the other exculpatory, reimbursement, indemnification and like provisions set forth for the benefit of an Agent in this Agreement or any discretion or take any actionother Loan Document. The provisions of this Article are solely for the benefit of the Agents, the Lenders and the L/C Issuers, and it may request instructions from Lenders with respect to neither any such matter, in which case it Borrower nor any other Loan Party shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to have rights as a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower third party beneficiary of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofsuch provisions.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent hereunder. Agent may, and Administrative each Lender authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Borrower or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required to act ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or to refrain from acting (and other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be fully protected authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or whether to impose or release any reserve, and free to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Party and LC Issuer hereby irrevocably appoints Administrative Agent to act on its behalf as Administrative Agent hereunder and under the other Loan Documents and authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. Administrative Agent hereby appoints Collateral Agent to act on its behalf as Collateral Agent under the Security Documents and each Lender and LC Issuer consents to and affirms such appointment and authorizes Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The relationship provisions of Administrative Agent to this Article are solely for the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion benefit of Administrative Agent, Collateral Agent, Lenders and LC Issuer, and neither Borrower nor any other Restricted Person shall have rights as a third party beneficiary of any of such provisions. Mid-Con Energy Properties, LLC Credit Agreement Administrative Agent shall not be required agrees to deliver, at Borrower’s expense, to each Lender a copy of each material Security Document. Administrative Agent agrees that it will from time to time deliver to each Lender all information regarding the Obligations that is in the possession of Administrative Agent and typically provided by an administrative agent to the lenders in a syndicated credit facility. Collateral Agent agrees if after exercise any discretion of rights under Security Documents it obtains payment of all or take any actiona portion of the aggregate Obligations owed to the Lenders, and it may request instructions from Lenders with respect to any such matterLC Issuer or a Lender Counterparty, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender promptly turn over to Administrative Agent of any Default monies or Event of Default, Administrative Agent shall promptly notify each other Lender thereofproperty received by it as Collateral Agent.

Appointment and Authority. Each Lender Secured Party hereby irrevocably authorizes appoints and designates X.X. Xxxxxx as the Administrative AgentAgent under all Loan Documents and X.X. Xxxxxx hereby accepts such appointments. The Administrative Agent may, and each Secured Party authorizes the Administrative Agent hereby undertakesto, enter into all Loan Documents to receive payments which the Administrative Agent is intended to be a party and accept all Security Documents, for the benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Secured Parties. Each Secured Party agrees that any action taken by the Administrative Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Documents, and the exercise by the Administrative Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, the Lenders with respect to all payments and nothing collections arising in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in connection with the Loan Documents. With ; (b) execute and deliver as the Administrative Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Loan Party or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any matters not expressly provided for in Collateral under the Loan Documents and Documents, Applicable Law or otherwise. No Secured Party shall have any matters which right individually to take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents place within Documents, Applicable Law or otherwise. The duties of the discretion of Administrative AgentAgent shall be ministerial and administrative in nature, and the Administrative Agent shall not be required to exercise have a fiduciary relationship with any discretion Secured Party, Participant or take other Person, by reason of any action, and it may request instructions from Lenders with respect to Loan Document or any such matter, in which case it transaction relating thereto. The Administrative Agent alone shall be required authorized to act determine whether any Accounts, Credit Card Receivables or Inventory constitute Eligible Credit Card Receivables, Eligible Inventory or Eligible In-Transit Inventory, whether to impose or release any Availability Reserve, or whether any conditions to funding or to refrain from acting (issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate the Administrative Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.error in judgment. 119

Appointment and Authority. (a) Each Lender Party hereby irrevocably appoints and designates Bank of America as Administrative Agent hereunder. Administrative Agent may, and each Lender authorizes Administrative Agent to, enter into all Credit Documents to which Administrative Agent is intended to be a party and accept all Security Documents, for Administrative Agent’s benefit and the Pro Rata benefit of Lenders. Each Lender agrees that any action taken by Administrative Agent or Required Lenders in accordance with the provisions of the Credit Documents, and the exercise by Administrative Agent hereby undertakes, to receive payments or Required Lenders of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof any rights or thereofremedies set forth therein, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder authorized by and binding upon all Lenders. Without limiting the generality of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agentforegoing, Administrative Agent shall not be required have the sole and exclusive authority to exercise any discretion or take any action, (a) act as the disbursing and it may request instructions from collecting agent for the Lenders with respect to all payments and collections with respect to the U.S. Obligors arising in connection with the Obligations under the Credit Documents; (b) execute and deliver as Administrative Agent each Credit Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for the Secured Parties for purposes of perfecting and administering Liens granted by the U.S. Obligors securing the Obligations under the Credit Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral of U.S. Obligors securing the Obligations; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral of U.S. Obligors securing the Obligations under the Credit Documents, Applicable Law or otherwise. The duties of Administrative Agent shall be required to act or to refrain from acting (ministerial and shall be fully protected administrative in nature, and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Administrative Agent alone shall be required authorized to take determine whether any action Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or whether to impose or release any reserve, and to exercise its Credit Judgment in connection therewith, which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by determinations and judgments, if exercised in good faith, shall exonerate Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or liability to any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. (a) Each of the Lenders and each Issuing Lender Party hereby irrevocably appoints, designates and authorizes Administrative Agent, and Bank of America to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lenders, and neither the Company nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. In furtherance of the foregoing, and not in limitation, each of the Lenders authorizes the Administrative Agent to enter into one or more intercreditor agreements acceptable to the Administrative Agent in its sole discretion with parties to any Permitted Receivables Facility. Such intercreditor agreements may provide for, among other Lender Parties is only that of one commercial lender acting as administrative agent for othersthings, (i) the Administrative Agent’s and the Lenders’ forbearance of, and nothing other limitations on, any exercise of remedies in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder respect of any participation equity interests in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect any Receivables Entity and/or any notes issued by any Receivables Entity to any matters not expressly provided for Receivables Seller in connection with any Permitted Receivables Facility, in any case, that have been pledged to secure the Loan Documents and any matters which the Loan Documents place within the discretion Obligations and/or (ii) disclaimers of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any actioninterests on, and it may request instructions from Lenders with respect to releases of security interests in, any such matter, in which case it shall be required to act or to refrain from acting (Receivables and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable LawPermitted Receivables Facility Assets. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.140

Appointment and Authority. (a) Each Lender Party hereby irrevocably authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from any Borrower of any communication calling for action on the part of Lenders or upon notice from any Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.. Each Lender hereby expressly authorizes Administrative Agent, on behalf of such Lender, to execute and deliver the Intercreditor Agreement in the form attached hereto as Exhibit H.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates RBS as Agent hereunder. Agent may, and Administrative each Lender authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized and binding upon all Lenders. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (u) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (v) execute and deliver as Agent each Loan Document, including any such matterintercreditor or subordination agreement, in which case it and accept delivery of each Loan Document from any Loan Party or other Person; (w) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (x) manage, supervise or otherwise deal with Collateral; and (y) exercise all rights and remedies given to Agent with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be required to act ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or to refrain from acting (and other Person, by reason of any Loan Document or any transaction relating thereto. Agent, on behalf of Lenders, shall be fully protected authorized to determine whether any Accounts constitute Eligible Accounts or whether to impose or release any component of the Availability Reserve in its Permitted Discretion, and free to exercise its Permitted Discretion in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Constitute Agent a trustee or other fiduciary for any Lender Party or any holder of any of the Notes or of any participation in a Note therein nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Required Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any other Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.

Appointment and Authority. Each Lender Party of the Lenders hereby irrevocably authorizes Administrative Agent, and appoints Standard Chartered Bank to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest and collateral agent hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Xxxxxx’s behalf. It is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the other Lender Parties is only Collateral (including any amendment, supplement, modification or joinder with respect thereto) and the rights of the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that of one commercial lender acting as administrative agent for others, and nothing in any such action by the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary shall bind the Lenders. Except as otherwise provided in Section 8.06, the provisions of this Article are solely for any Lender Party or any holder the benefit of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, the Lenders, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent shall is not be required intended to exercise connote any discretion fiduciary or take other implied (or express) obligations arising under agency doctrine of any actionApplicable Law. Instead such term is used as a matter of market custom, and it may request instructions from Lenders with respect is intended to any such matter, in which case it shall be required to act create or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofreflect only an administrative relationship between contracting parties.

Appointment and Authority. Each Lender Party Seller hereby irrevocably authorizes Administrative Agentappoints the Seller Representative as such Seller Representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of such Seller, to act on behalf of such Seller after the Closing Date with respect to matters (including all rights and obligations) designated to the Seller Representative herein, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any other matters which the Sellers have the opportunity or obligation to act hereunder following the Closing Date. The Seller Representative will have full power and authority, and is hereby appointed, to represent all of the Sellers and their successors with respect to all matters arising under this Agreement and all other Transaction Documents and all actions taken by the Seller Representative hereunder and thereunder will be binding upon all such matterSellers and their respective successors. The Seller Representative will take any and all actions which it believes are necessary or appropriate under this Agreement and any other Transaction Documents for and on behalf of the Sellers, including, defending all indemnity claims pursuant to Article 7, consenting to, compromising or settling all such claims and matters, conducting negotiations with Buyers and other applicable counterparties and their agents regarding such claims and matters, dealing with Buyers under this Agreement and any other Transaction Documents with respect to all matters arising under this Agreement and any other Transaction Documents, taking any and all other actions specified in which case it or contemplated by this Agreement and any other Transaction Documents, and engaging counsel, accountants or other representative of Sellers in connection with the foregoing matters. Without limiting the generality of the foregoing, the Seller Representative will have full power and authority on behalf of Sellers to interpret all of the terms and provisions of this Agreement and any other Transaction Documents and to consent to, and execute and deliver, any amendment hereof or thereof on behalf of all such Sellers and such successors. The Seller Representative hereby accepts such appointment. No bond shall be required of the Seller Representative and the Seller Representative shall receive no compensation for services rendered. Notices or communications to act or from the Seller Representative shall constitute notice to refrain or from each of Sellers. The power of attorney granted under this Section 5.15.1 is a special power of attorney coupled with an interest and is irrevocable, may be exercised by the attorney-in-fact by listing a Seller on any agreement, certificate, instrument, or other document with the single signature of the attorney-in-fact acting (and as attorney-in-fact for such Seller, shall be fully protected and free from liability to all Lender Parties in so acting survive each Sellers’ subsequent dissolution, bankruptcy or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofinsolvency.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent hereunder. Agent may, and Administrative each Lender authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; (e) consent to the addition of obligors on Schedule 1.1(b) to the Disclosure Letter as contemplated in the definition of Receivables Purchase Facility and (f) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of Administrative any Loan Document or any transaction relating thereto. Agent alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or whether to impose or release any reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to any Lender or other Person for any error in judgment. For the purposes of creating a solidarité active in accordance with Article 1541 of the Civil Code of Québec between Agent, on the one hand, and each other Secured Party, taken individually on the other Lender Parties hand, each Obligor and each such Secured Party acknowledge and agree with Agent that such Secured Party and Agent are hereby conferred the legal status of solidary creditors of each such Obligor in respect of all Obligations owed by each such Obligor to Agent and such Secured Party hereunder and under the other Loan Documents (collectively, the “Solidary Claim”) and that, accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code of Québec, each such Obligor is only irrevocably bound towards Agent and each other Secured Party in respect of the entire Solidary Claim of Agent and such. As a result of the foregoing, the parties hereto acknowledge that Agent and each other Secured Party shall at all times have a valid and effective right of one commercial lender acting as administrative agent action for othersthe entire Solidary Claim of Agent and such Secured Party and the right to give full acquittance for it. Accordingly, and nothing without limiting the generality of the foregoing, Agent, as solidary creditor with each other Secured Party, shall at all times have a valid and effective right of action in respect of the Solidary Claim and the right to give a full acquittance for same. By its execution of the Loan Documents to which it is a party, each such Obligor and Secured Party not a party hereto shall also be deemed to have accepted the stipulations hereinabove provided. The parties further agree and acknowledge that such Liens (hypothecs) under the Security Documents and the other Loan Documents shall be construed granted to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any actionfor its own benefit and for the benefit of the other Secured Party, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofas solidary creditor as hereinabove set forth.

Appointment and Authority. Each Lender Secured Party hereby irrevocably authorizes appoints and designates Bank of America as the Administrative AgentAgent under all Loan Documents and Bank of America hereby accepts such appointments. The Administrative Agent may, and each Secured Party authorizes the Administrative Agent hereby undertakesto, enter into all Loan Documents to receive payments which the Administrative Agent is intended to be a party and accept all Security Documents, for the benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Secured Parties. Each Secured Party agrees that any action taken by the Administrative Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Documents, and the exercise by the Administrative Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, the Lenders with respect to all payments and nothing collections arising in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in connection with the Loan Documents. With ; (b) execute and deliver as the Administrative Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Loan Party or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any matters not expressly provided for in Collateral under the Loan Documents and Documents, Applicable Law or otherwise. No Secured Party shall have any matters which right individually to take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents place within Documents, 117 Applicable Law or otherwise. The duties of the discretion of Administrative AgentAgent shall be ministerial and administrative in nature, and the Administrative Agent shall not be required to exercise have a fiduciary relationship with any discretion Secured Party, Participant or take other Person, by reason of any action, and it may request instructions from Lenders with respect to Loan Document or any such matter, in which case it transaction relating thereto. The Administrative Agent alone shall be required authorized to act determine whether any Accounts or Inventory constitute Eligible Accounts, Eligible Inventory or Eligible In-Transit Inventory, whether to impose or release any Availability Reserve, or whether any conditions to funding or to refrain from acting (issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate the Administrative Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereoferror in judgment.

Appointment and Authority. (a) Each Lender Secured Party hereby irrevocably authorizes Administrative Agentappoints and designates Bank of America as Agent under all Loan Documents. Agent may, and Administrative each Secured Party authorizes Agent hereby undertakesto, enter into all Loan Documents to receive payments which Agent is intended to be a party and accept all Security Documents, for the benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Secured Parties. Any action taken by Agent in accordance with the provisions of the Loan Documents as are specifically delegated to Administrative Documents, and the exercise by Agent by the terms hereof of any rights or thereofremedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship Without limiting the generality of Administrative the foregoing, Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, Secured Parties with respect to all payments and nothing collections arising in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in connection with the Loan Documents. With respect to ; (b) execute and deliver as Agent each Loan Document, including any matters not expressly provided intercreditor or subordination agreement, and accept delivery of each Loan Document; (c) act as collateral agent for in Secured Parties for purposes of perfecting and administering Liens under the Loan Documents Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to Enforcement Action or otherwise exercise any discretion rights or take any action, and it may request instructions from Lenders remedies with respect to any such matterCollateral or under any Loan Documents, Applicable Law or otherwise. The duties of Agent are ministerial and administrative in which case it nature only, and Agent shall not have a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be required authorized to act determine (in accordance with the terms hereof and the other Loan Documents) whether any Account or Inventory constitutes an Eligible Account or Eligible Inventory, whether to impose or release any reserve, or whether any conditions to funding or to refrain from acting (issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate Agent from liability to all Lender Parties any Secured Party or other Person for any error in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofjudgment.

Appointment and Authority. Each Lender Secured Party hereby irrevocably authorizes appoints and designates Jefferies Finance as the Administrative AgentAgent under all Loan Documents and Jefferies Finance hereby accepts such appointments. The Administrative Agent may, and each Secured Party authorizes the Administrative Agent hereby undertakesto, enter into all Loan Documents to receive payments which the Administrative Agent is intended to be a party and accept all Security Documents, for the benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Secured Parties. Each Secured Party agrees that any action taken by the Administrative Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Documents, and the exercise by the Administrative Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship provisions of this Article VIII are solely for the benefit of the Agents and the Lenders, and no Loan Party shall have rights as a third party beneficiary of any such provisions. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, the Lenders with respect to all payments and nothing collections arising in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in connection with the Loan Documents. With ; (b) execute and deliver as the Administrative Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Loan Party or other person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any matters not expressly provided for in Collateral under the Loan Documents and Documents, Applicable Law or otherwise. No Secured Party shall have any matters which right individually to take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents place within Documents, Applicable Law or otherwise. The duties of the discretion of Administrative AgentAgent shall be ministerial and administrative in nature, and the Administrative Agent shall not be required to exercise have a fiduciary relationship with any discretion Secured Party, Participant or take other person, by reason of any actionLoan Document or any transaction relating thereto. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (does not assume and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required deemed to take have assumed any action which exposes it to a risk obligation towards or relationship of personal liability that it considers unreasonable agency or which is contrary trust with or for the Borrowers or any of its Subsidiaries. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any communication calling for action on the part applicable law. Instead, such term is used merely as a matter of Lenders market custom and is intended to create or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofreflect only an administrative relationship between independent contracting parties.

Appointment and Authority. Each Lender Secured Party hereby irrevocably authorizes appoints and designates Wxxxx Fargo as the Administrative AgentAgent under all Loan Documents and Wxxxx Fargo hereby accepts such appointments. The Administrative Agent may, and each Secured Party authorizes the Administrative Agent hereby undertakesto, enter into all Loan Documents to receive payments which the Administrative Agent is intended to be a party and accept all Security Documents, for the benefit of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under Secured Parties. Each Secured Party agrees that any action taken by the Administrative Agent or Required Lenders in accordance with the provisions of the Loan Documents as are specifically delegated to Documents, and the exercise by the Administrative Agent by the terms hereof or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive authority to (a) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, the Lenders with respect to all payments and nothing collections arising in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in connection with the Loan Documents. With ; (b) execute and deliver as the Administrative Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Loan Party or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any matters not expressly provided for in Collateral under the Loan Documents and Documents, Applicable Law or otherwise. No Secured Party shall have any matters which right individually to take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents place within Documents, Applicable Law or otherwise. The duties of the discretion of Administrative AgentAgent shall be ministerial and administrative in nature, and the Administrative Agent shall not be required to exercise have a fiduciary relationship with any discretion Secured Party, Participant or take other Person, by reason of any action, and it may request instructions from Lenders with respect to Loan Document or any such matter, in which case it transaction relating thereto. The Administrative Agent alone shall be required authorized to act determine whether any Accounts, Credit Card Receivables or Inventory constitute Eligible Credit Card Receivables, Eligible Inventory or Eligible In-Transit Inventory, whether to impose or release any Availability Reserve, or whether any conditions to funding or to refrain from acting (issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate the Administrative Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.error in judgment. 176

Appointment and Authority. Each Lender Secured Party hereby irrevocably appoints and designates Bank of America as the Agent under all Loan Documents. The Agent may, and each Secured Party authorizes Administrative the Agent to, enter into all Loan Documents to which the Agent is intended to be a party and accept all Security Documents, for the Agent’s benefit and the Pro Rata benefit of the Secured Parties. Each Secured Party agrees that any action taken by the Agent, and Administrative Agent hereby undertakes, to receive payments the Required Lenders or the Super-Majority Lenders in accordance with the provisions of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent Documents, and the exercise by the terms hereof Agent or thereofRequired Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. The relationship Without limiting the generality of Administrative the foregoing, the Agent shall have the sole and exclusive authority to (i) act as the other Lender Parties is only that of one commercial lender acting as administrative disbursing and collecting agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to all payments and collections arising in connection with the Loan Documents; (ii) execute and deliver as the Agent each Loan Document, including any such matterintercreditor or subordination agreement (or joinder thereto), in which case it and accept delivery of each Loan Document from any Loan Party or other Person; (iii) act as collateral agent for the Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (iv) manage, supervise or otherwise deal with Collateral; and (v) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of the Agent shall be required ministerial and administrative in nature, and the Agent shall not have a fiduciary relationship with any Secured Party, Participant or other Person by reason of any Loan Document or any transaction relating thereto. The Agent alone shall be authorized to act determine whether any Accounts or Rental Equipment constitute Eligible Accounts or Eligible Rental Equipment, whether to impose or release any reserve, or whether any conditions to funding or to refrain from acting (issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall be fully protected and free exonerate the Agent from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of or other Person for any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.error in judgment. 160

Appointment and Authority. Each Lender Bank Party hereby irrevocably authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Bank Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any of the Notes or of any participation in a Note therein nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties Lenders in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself) whose aggregate Percentage Shares exceed fifty percent (50%), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender other Bank Party to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender Bank Party thereof.

Appointment and Authority. Each Lender Party hereby irrevocably authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent Administrative Agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Required Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereof.

Appointment and Authority. Each Lender Party of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes Administrative Agent, and Bank of America to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, thereof (including entering into any Market Intercreditor Agreement) together with all other such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and the Company shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential Swap Provider and potential Cash Management Banks) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the other agent of such Lender Parties is only that and the L/C Issuer for purposes of one commercial lender acting acquiring, holding and enforcing any and all Liens on Collateral, together with such powers and discretion as administrative agent are reasonably incidental thereto (including entering into Market Intercreditor Agreement). In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for otherspurposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and nothing in remedies thereunder at the Loan Documents direction of the Administrative Agent), shall be construed entitled to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder the benefits of any participation in a Note nor to impose on Administrative Agent duties all provisions of this Article IX and obligations other than those expressly provided for in Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents. With respect to any matters not expressly provided for ) as if set forth in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders full herein with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default, Administrative Agent shall promptly notify each other Lender thereofthereto.

Appointment and Authority. Each Lender Party of the Lenders hereby irrevocably authorizes Administrative Agent, and appoints HSBC to act on its behalf as the Administrative Agent hereby undertakes, to receive payments of principal, interest hereunder and under the other amounts due hereunder as specified herein Loan Documents and authorizes the Administrative Agent to take all other such actions on its behalf and to exercise such powers under the Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof or thereof, together with all other such actions and powers as are reasonably incidental thereto. The relationship of Each Lender hereby authorizes the Administrative Agent to (a) execute, deliver and perform as a collateral agent under this Agreement and each other Loan Document to which the Agent is or is intended to be a party, (b) exercise and enforce any and all rights, powers and remedies provided to the Administrative Agent or any Lender by this Agreement and each other Loan Document to which the Administrative Agent is or is intended to be a party, any Applicable Law, or any other document, instrument, or agreement, and (c) take any other action under this Agreement and each other Loan Document to which the Administrative Agent is or is intended to be a party which Administrative Agent in its sole discretion shall deem advisable and in the best interests of 87 Credit Agreement the Lenders. Notwithstanding the foregoing, the Administrative Agent shall not commence an action to enforce rights and remedies hereunder and under the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute except at the direction of the Required Lenders; provided that if the Administrative Agent a trustee is prohibited by any court order or other fiduciary for Applicable Law from commencing any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in such action, the Loan Documents. With respect to any matters not expressly provided for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required obligated to exercise any discretion or take any action, and it may request instructions from Lenders commence such action until such authority is obtained. All decisions with respect to any the type of such matter, in action which case it is to be commenced shall be required made by, and all actions with respect to act or to refrain from acting (prosecution and settlement of such action shall be fully protected require the direction of the Required Lenders, and free from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be required to take any such action in the absence of any such direction. The Administrative Agent will use its commercially reasonable efforts to pursue diligently the prosecution of any such action, which exposes the Administrative Agent is so authorized or directed to initiate pursuant to this Agreement. The Administrative Agent shall make available to the Lenders copies of all notices it receives in connection with the Collateral or any such action promptly upon receipt. The Administrative Agent may, but shall not be obligated, to take such action as it deems necessary to perfect or continue the perfection of the Liens on the Collateral held for the benefit of the Lenders. The Administrative Agent shall not release any of the Collateral held for the benefit of the Lenders, or any Liens on the Collateral held for the benefit of the Lenders, except: (a) upon the written direction of the Required Lenders (or, to the extent required under Section 11.2(b)(vi), each Lender), (b) upon the Termination Date, (c) for Collateral consisting of a risk of personal liability that it considers unreasonable debt instrument if the Indebtedness evidenced thereby has been paid in full, or which (d) where such release is contrary to expressly permitted under the Loan Documents or to applicable Lawwhich it is a party. Upon receipt by the Termination Date, all rights to the Collateral as shall not have been sold or otherwise applied, in each case, pursuant to the terms hereof shall revert to the Borrower, its successors or assigns, or otherwise as a court of competent jurisdiction may direct. Upon any such termination, the Administrative Agent from will, at the Borrower’s expense, execute and deliver to the Borrower of any communication calling for action such documents as the Borrower shall reasonably request to evidence such termination. The powers conferred on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent under the Agreement and the Loan Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody and preservation of any Default or Event of Defaultthe Collateral in its possession and the accounting for monies actually received by it, the Administrative Agent shall promptly notify each have no other Lender thereofduty as to the Collateral, whether or not the Administrative Agent or any of the other Lenders has or is deemed to have knowledge of any matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to the Collateral. The Administrative Agent hereby agrees to exercise reasonable care in respect of the custody and preservation of the Collateral. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property. The provisions of this Article (other than Sections 8.6 and 8.11) are solely for the benefit of the Administrative Agent and the Lenders, and neither the Borrower nor any other Loan Party shall have any rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligation arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Appointment and Authority. TAMCO has been appointed as manager of each of the initial Holders pursuant to the TCW Governing Documents, and TAMCO is serving as Administrative Agent and collateral agent under the Note Documents in such capacity as manager in order to provide administrative services to the initial Holders. All references in any of the Note Documents to Administrative Agent or collateral agent refer, for so long as TAMCO is Administrative Agent or collateral agent, to TAMCO as Administrative Agent or collateral agent in such capacity as manager pursuant to the TCW Governing Documents. Each Lender Holder Party hereby irrevocably authorizes Administrative Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such powers under the Loan Note Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of Administrative Agent to the other Lender Parties is only that of one commercial lender acting as administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided for in the Loan Note Documents and any matters which the Loan Note Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take any action, and it may request instructions from Lenders Holders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free from liability to all Lender Holder Parties in so acting or refraining from acting) upon the instructions of Majority Lenders Required Holders (including itself), provided, however, that Administrative Agent shall not be required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Note Documents or to applicable Law. Upon receipt by Such appointment of TAMCO as Administrative Agent from Borrower shall not, however, impair or modify any rights, obligations or duties which TAMCO or any Affiliate of TAMCO otherwise has with respect to any Holder. In its administration of this Agreement and the other Note Documents, except to the extent to which another standard applies to TAMCO by reason of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Defaultother document between TAMCO and another Holder, Administrative Agent will exercise the same care that it exercises in the administration or handling of transactions for its own account, subject, however, to Section 11.12 below. The duties undertaken by TAMCO, as Administrative Agent, have been undertaken as an accommodation to Holders and, accordingly, TAMCO shall promptly notify each other Lender thereofnot be compensated for its services hereunder except as provided in the TCW Governing Documents.