Common use of Appointment and Authorization of Administrative Agent and Collateral Agent Clause in Contracts

Appointment and Authorization of Administrative Agent and Collateral Agent. Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any 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 the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article X and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgment.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints JPMCB to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and authorizes each of the Administrative Agent and Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions. (b) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Loan Collateral Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Collateral Document, together with such powers as are reasonably incidental thereto. In this connection, the Collateral Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Credit Documents) as if set forth in full herein with respect thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Collateral Document, neither the Administrative Agent and nor the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Collateral Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Collateral Documents with reference to the Administrative Agent or the Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit Collateral Agent shall act on behalf of the Lenders with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent under the Credit Documents with respect to any acts taken or omissions suffered by the Collateral Agent in connection with any Collateral or the Collateral Documents as fully as if the term “Administrative Agent” as used in such Credit Documents included the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each . (c) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent and Collateral Agent in this Article X with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” or “Collateral Agent” as used in this Article X and in included the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such the L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgment.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes Bank of America to act on its behalf as the Administrative Agent hereunder and under the Collateral Agent other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Sustainability Structuring Agent, the Lenders and the L/C Issuer, and neither the Borrower 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 or the Sustainability Structuring Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each of the Lenders hereby irrevocably appoints, designates and authorizes the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Collateral Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Collateral Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Collateral Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any 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 Collateral Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Collateral Documents (or any similar term) with reference to the Administrative Collateral 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 merely as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each L/C Issuer Agent shall act on behalf of the Lenders with respect to any Letters of Credit issued by it Collateral and the documents associated therewithCollateral Documents, and each such L/C Issuer the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X under the Loan Documents with respect to any acts taken or omissions suffered by such L/C Issuer the Collateral Agent in connection with Letters of Credit issued by it any Collateral or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit Collateral Documents as fully as if the term “Administrative Agent” as used in this Article X and in such Loan Documents included the definition of “Agent-Related Person” included such L/C Issuer Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to such L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgmentCollateral Agent.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender and each L/C Issuer (and each other Secured Creditor that is not a party hereto, by its acceptance of the benefits hereof and of the other Loan Documents) hereby irrevocably appoints, designates and authorizes Bank appoints each of America to act as the Administrative Agent and the Collateral Agent as an agent of, as applicable, such Lender or L/C Issuer (or such other Secured Creditor) under this Agreement and the other Loan Documents. Each Lender and each L/C Issuer (and each other Secured Creditor that is not a party hereto, by its acceptance of the benefits hereof and of the other Loan Documents) irrevocably authorizes the Administrative Agent and Collateral Agent each Agent, in such capacity, through its agents or employees, to take such action actions on its behalf under the provisions of this Agreement and each Agreement, the other Loan Document Documents and any other instrument or document furnished pursuant hereto or thereto and to exercise such actions and powers and perform such duties as are expressly delegated to it such Agent by the terms of this Agreement or any and the other Loan DocumentDocuments, together with such actions and powers as are reasonably incidental thereto. Notwithstanding any provision to The provisions of this Article IX are solely for the contrary contained elsewhere herein or in any other Loan Documentbenefit of the Agents, the Administrative Agent Lenders and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participantL/C Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities Loan Party shall be read into this Agreement or have rights as a third party beneficiary of any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agentsuch provisions. Without limiting the generality of the foregoing sentenceforegoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Creditors with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders (and the other Secured Creditors) and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. Without limiting the generality of the foregoing, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Lawlaw. Instead, such term is used merely as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions . (b) Each Lender irrevocably appoints each other Lender as its agent and bailee for the purpose of this Article Xperfecting Liens (whether pursuant to Section 8-301(a)(2) of the UCC or otherwise), are solely for the benefit of the Secured Creditors, in assets in which, in accordance with the UCC or any other applicable Legal Requirement a security interest can be perfected by possession or control. Should any Lender (other than the Collateral Agent) obtain possession or control of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly following the Collateral Agent’s request therefor, shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. The Lenders hereby (and each other Secured Creditor, by its acceptance of the benefits hereof and of the other Loan Documents) acknowledge and agree that the Collateral Agent may act, subject to and in accordance with the terms of customary intercreditor agreements or intercreditor agreements reasonably satisfactory to the Administrative Agent, if reasonably necessary in the determination of the Administrative Agent, as the collateral agent for the Lenders. (c) For the avoidance of doubt, each Loan Party agrees to, and each of the Secured Creditors by its acceptance of the benefits hereof and of the other Loan Documents, hereby irrevocably authorizes, the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral Agentin satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Lenders, Obligations owed to the L/C IssuersSecured Parties shall be entitled to be, and neither the Borrowers nor any Loan Party shall have rights as be, credit bid on a third party beneficiary of any such provisions. Each L/C Issuer shall act on behalf of the Lenders ratable basis (with Obligations with respect to any Letters contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of Credit issued by it and such claims in an amount proportional to the documents associated therewith, and each such L/C Issuer shall have all liquidated portion of the benefits and immunities contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) provided to the Administrative Agent in this Article X with respect shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any acts taken or omissions suffered actions by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article X and in the definition of “Agent-Related Person” included such L/C Issuer Administrative Agent with respect to such acts acquisition vehicle or omissionsvehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained Section 13.13 of this Agreement, (iii) the Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Secured Creditor or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Creditor or any acquisition vehicle to take any further action (d) By its acceptance of the benefits hereof and of the other Loan Documents, each Secured Creditor that is not a party hereto hereby (i) confirms that it has received a copy of the Loan Documents and such other documents and information as it has deemed appropriate to make its own decision to become a Secured Creditor and acknowledges that it is aware of the contents of, and consents to the terms of, the Loan Documents, (ii) as additionally provided herein agrees that it will be bound by the provisions of the Collateral Documents, the Guarantees and Section 11 (other than Section 11.6) and Section 13 of this Agreement (with respect to each such L/C Issuer. The Administrative Section, as if such Secured Creditor were a Lender party to this Agreement) and will perform in accordance with its terms all such obligations which by the terms of such documents are required to be performed by it as a Secured Creditor (or in the case of Section 11 (other than Section 11.6) and Section 13 of this Agreement, as a Lender) and will take no actions contrary to such obligations; and (iii) authorizes and instructs the Collateral Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, enter into the Collateral Documents and to exercise its Credit Judgment in connection therewith, which determinations the Guarantees as Collateral Agent and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgmenton behalf of such Secured Creditor.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. (b) Each of the Lenders hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Collateral Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Collateral Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Collateral Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any 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 Collateral Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Collateral Documents with reference to the Administrative Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each L/C Issuer Agent shall act on behalf of the Lenders with respect to any Letters of Credit issued by it Collateral and the documents associated therewithCollateral Documents, and each such L/C Issuer the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X under the Loan Documents with respect to any acts taken or omissions suffered by such L/C Issuer the Collateral Agent in connection with Letters of Credit issued by it any Collateral or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit Collateral Documents as fully as if the term “Administrative Agent” as used in this Article X and in such Loan Documents included the definition of “Agent-Related Person” included such L/C Issuer Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to such L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgmentCollateral Agent.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender of the Lenders and the L/C Issuers hereby irrevocably appoints, designates and authorizes appoints Bank of America to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents and authorizes each of the Administrative Agent and Collateral Agent to take such action actions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms hereof or thereof, together with such actions and powers and perform such duties as are expressly delegated to it by the terms reasonably incidental thereto. The provisions of this Agreement or Article are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuers, and neither the Borrower nor any other Loan DocumentCredit Party shall have rights as a third party beneficiary of any of such provisions. (b) Each Lender (including in its capacities as a potential Hedge Bank and a potential Treasury Management Bank) and each L/C Issuer hereby irrevocably appoints, designates and authorizes the Collateral Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” under the Credit Documents) as if set forth in full herein with respect thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Collateral Document, neither the Administrative Agent and nor the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Collateral Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” (or any other similar term) herein and or in the any other Loan Credit Documents with reference to the Administrative Agent or the Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit Collateral Agent shall act on behalf of the Lenders with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent under the Credit Documents with respect to any acts taken or omissions suffered by the Collateral Agent in connection with any Collateral or the Collateral Documents as fully as if the term “Administrative Agent” as used in such Credit Documents included the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. . (c) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent and Collateral Agent in this Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” or “Collateral Agent” as used in this Article X and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgment.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender hereby irrevocably appoints, designates and authorizes Bank each of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, neither the Administrative Agent and nor the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any 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 the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent or the Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit of the Administrative Agent, . (b) Each Lender authorizes and directs the Collateral Agent, on behalf of such Lender, to enter into (i) the LendersIntercreditor Agreement, (ii) any intercreditor agreement that is in addition to, or replacement of, the L/C IssuersIntercreditor Agreement provided such intercreditor agreement is (A) entered into in connection with a Permitted Securitization Transaction and (B) in substantially the same form as the Intercreditor Agreement, (iii) the Pledge Agreement and neither (iv) the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each Security Agreement. (c) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Article X and in the definition of “Agent-Related Person” included such the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such the L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgment.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action (including taking action to raise a Spanish notarial deed (documento publico) in connection with any Credit Document and any Assignment and Assumption Agreement) on its behalf under the provisions of this Credit Agreement and each other Loan Credit Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Credit Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Credit Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Credit Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The . (b) Each Lender hereby irrevocably appoints, designates and authorizes the Collateral Agent to take such action (including taking action to raise a Spanish notarial deed (documento publico) in connection with any Credit Document and any Assignment and Assumption Agreement) on its behalf under the provisions of this Article XCredit Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Credit Document, together with such powers as are solely for the benefit reasonably incidental thereto. The Collateral Agent shall act on behalf of the Lenders with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by the Collateral Agent in connection with the Collateral or the Collateral Documents as fully as if the term “Administrative Agent” as used in this Article X and in the definition of “Agent-Related Person” included the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein and in the other Credit Documents with respect to the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each L/. (c) The L/ C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/the L/ C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such L/the L/ C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Article X and in the definition of “Agent-Related Person” included such L/the L/ C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/the L/ C Issuer. The . (d) For so long as loans and obligations shall remain outstanding under this Credit Agreement and the Term Loan Credit Agreement and until the commitments hereunder and thereunder shall have expired or been terminated, the Administrative Agent alone under this Credit Agreement, the Administrative Agent under the Term Loan Credit Agreement and the Collateral Agent shall be the same institution and if Bank of America shall resign or be replaced as Administrative Agent under either this Credit Agreement or the Term Loan Credit Agreement or as Collateral Agent, then it shall be replaced with its successor institution in all such capacities. (e) Each of the Administrative Agent, the Collateral Agent and the L/ C Issuer shall be released from the restrictions of Section 181 of the German Civil Code (BGB, Bürgerliches Gesetzbuch) and shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or delegate its power of attorney granted hereunder including the release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate from the Administrative Agent from liability to any Lender or other Person for any error in judgmentrestrictions of Section 181 of the German Civil Code.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints JPMCB to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and authorizes each of the Administrative Agent and Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions. (b) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Loan Collateral Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Collateral Document, together with such powers as are reasonably incidental thereto. In this connection, the Collateral Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Credit Documents) as if set forth in full herein with respect thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Collateral Document, neither the Administrative Agent and nor the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Collateral Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Collateral Documents with reference to the Administrative Agent or the Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit Collateral Agent shall act on behalf of the Lenders with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent under the Credit Documents with respect to any acts taken or omissions suffered by the Collateral Agent in connection with any Collateral or the Collateral Documents as fully as if the term “Administrative Agent” as used in such Credit Documents included the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each . (c) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such the L/C Issuer shall have all of the benefits and immunities immunities (i) provided to the Administrative Agent and Collateral Agent in this Article X with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” or “Collateral Agent” as used in this Article X and in included the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such the L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgment.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such actions and powers and perform such duties as are expressly delegated to it the Administrative Agent or the Collateral Agent, as the case may be, by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any 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 the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent or the Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender (if applicable)) hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender 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 Secured Credit Obligations, together with such powers and discretion as are reasonably incidental thereto. The In this connection, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article XIX (including, are solely for without limitation, Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the benefit of the Administrative Agent, the “Collateral Agent, ” under the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (iDocuments) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used set forth in this Article X and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided full herein with respect to such L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgmentthereto.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Wachovia to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and authorizes each of the Administrative Agent and Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions. (b) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Loan Collateral Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Collateral Document, together with such powers as are reasonably incidental thereto. In this connection, the Collateral Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Credit Documents) as if set forth in full herein with respect thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Collateral Document, neither the Administrative Agent and nor the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Collateral Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Collateral Documents with reference to the Administrative Agent or the Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit Collateral Agent shall act on behalf of the Lenders with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent under the Credit Documents with respect to any acts taken or omissions suffered by the Collateral Agent in connection with any Collateral or the Collateral Documents as fully as if the term “Administrative Agent” as used in such Credit Documents included the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each . (c) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent and Collateral Agent in this Article X with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” or “Collateral Agent” as used in this Article X and in included the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such the L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgment.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions. (b) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Loan Collateral Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Collateral Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Collateral Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Collateral Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Collateral Documents with reference to the Administrative Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each L/C Issuer Agent shall act on behalf of the Lenders with respect to any Letters of Credit issued by it Collateral and the documents associated therewithCollateral Documents, and each such L/C Issuer the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X under the Credit Documents with respect to any acts taken or omissions suffered by such L/C Issuer the Collateral Agent in connection with Letters of Credit issued by it any Collateral or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit Collateral Documents as fully as if the term “Administrative Agent” as used in this Article X and in such Credit Documents included the definition of “Agent-Related Person” included such L/C Issuer Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to such L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgmentCollateral Agent.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any 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 the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The . (b) Each Lender hereby irrevocably appoints, designates and authorizes the Collateral Agent to take such action on its behalf under the provisions of this Article XAgreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are solely for reasonably incidental thereto. Notwithstanding any provision to the benefit of the Administrative Agentcontrary contained elsewhere herein or in any other Loan Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any 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 the Collateral Agent. Without limiting the generality of the foregoing sentence, the Lendersuse of the term “agent” herein and in the other Loan Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, the L/C Issuerssuch term is used merely as a matter of market custom, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. is intended to create or reflect only an administrative relationship between independent contracting parties. (c) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent Agents in this Article X IX (Agents) with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters Letter of credit Credit Applications pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Article X IX (Agents) and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such any L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgment.

Appointment and Authorization of Administrative Agent and Collateral Agent. Each Lender hereby irrevocably appoints, designates and authorizes Bank of America Barclays to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any 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 the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article X and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgment.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions. (b) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Loan Collateral Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Collateral Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Collateral Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Collateral Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Collateral Documents with reference to the Administrative Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit Collateral Agent shall act on behalf of the Lenders with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent under the Credit Documents with respect to any acts taken or omissions suffered by the Collateral Agent in connection with any Collateral or the Collateral Documents as fully as if the term “Administrative Agent” as used in such Credit Documents and in the definition of “Agent-Related Person” included the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each . (c) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Article X and in the definition of “Agent-Related Person” included such the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein and in any Issuer Documents with respect to such the L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgment.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and none of the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. (b) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Loan Collateral Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Collateral Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Collateral Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Collateral Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Security Documents with reference to the Administrative Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each L/C Issuer Agent shall act on behalf of the Lenders with respect to any Letters of Credit issued by it Collateral and the documents associated therewithSecurity Documents, and each such L/C Issuer the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X under the Loan Documents with respect to any acts taken or omissions suffered by such L/C Issuer the Collateral Agent in connection with Letters of Credit issued by it any Collateral or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit Security Documents as fully as if the term “Administrative Agent” as used in this Article X and in such Loan Documents included the definition of “Agent-Related Person” included such L/C Issuer Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Security Documents with respect to such L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgmentCollateral Agent.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action (including taking action to raise a Spanish notarial deed (documento publico) in connection with any Credit Document and any Assignment and Assumption Agreement) on its behalf under the provisions of this Credit Agreement and each other Loan Credit Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Credit Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Credit Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Credit Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The . (b) Each Lender hereby irrevocably appoints, designates and authorizes the Collateral Agent to take such action (including taking action to raise a Spanish notarial deed (documento publico) in connection with any Credit Document and any Assignment and Assumption Agreement) on its behalf under the provisions of this Article XCredit Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Credit Document, together with such powers as are solely for the benefit of the Administrative Agent, the reasonably incidental thereto. The Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each L/C Issuer Agent shall act on behalf of the Lenders with respect to any Letters of Credit issued by it Collateral and the documents associated therewithCollateral Documents, and each such L/C Issuer the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such L/C Issuer the Collateral Agent in connection with Letters of Credit issued by it the Collateral or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit Collateral Documents as fully as if the term “Administrative Agent” as used in this Article X and in the definition of “Agent-Related Person” included such L/C Issuer the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein and in the other Credit Documents with respect to such L/C Issuer. The the Collateral Agent. (c) For so long as loans and obligations shall remain outstanding under this Credit Agreement and the Bank Credit Agreement and until the commitments hereunder and thereunder shall have expired or been terminated, the Administrative Agent alone under this Credit Agreement, the Administrative Agent under the Bank Credit Agreement and the Collateral Agent shall be the same institution and if Bank of America shall resign or be replaced as Administrative Agent under either this Credit Agreement or the Bank Credit Agreement or as Collateral Agent, then it shall be replaced with its successor institution in all such capacities. (d) Each of the Administrative Agent and the Collateral Agent shall be released from the restrictions of Section 181 of the German Civil Code (BGB, Bürgerliches Gesetzbuch) and shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or delegate its power of attorney granted hereunder including the release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate from the Administrative Agent from liability to any Lender or other Person for any error in judgmentrestrictions of Section 181 of the German Civil Code.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower 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. (b) Each of the Lenders hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Loan Collateral Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Collateral Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Collateral Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Collateral Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Security Documents with reference to the Administrative Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each L/C Issuer Agent shall act on behalf of the Lenders with respect to any Letters of Credit issued by it Collateral and the documents associated therewithSecurity Documents, and each such L/C Issuer the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X under the Loan Documents with respect to any acts taken or omissions suffered by such L/C Issuer the Collateral Agent in connection with Letters of Credit issued by it any Collateral or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit Security Documents as fully as if the term “Administrative Agent” as used in this Article X and in such Loan Documents included the definition of “Agent-Related Person” included such L/C Issuer Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Security Documents with respect to such L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgmentCollateral Agent.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender and each L/C Issuer (and each other Secured Creditor that is not a party hereto, by its acceptance of the benefits hereof and of the other Loan Documents) hereby irrevocably appoints, designates and authorizes Bank appoints each of America to act as the Administrative Agent and the Collateral Agent as an agent of, as applicable, such Lender or L/C Issuer (or such other Secured Creditor) under this Agreement and the other Loan Documents. Each Lender and each L/C Issuer (and each other Secured Creditor that is not a party hereto, by its acceptance of the benefits hereof and of the other Loan Documents) irrevocably authorizes the Administrative Agent and Collateral Agent each Agent, in such capacity, through its agents or employees, to take such action actions on its behalf under the provisions of this Agreement and each Agreement, the other Loan Document Documents and any other instrument or document furnished pursuant hereto or thereto and to exercise such actions and powers and perform such duties as are expressly delegated to it such Agent by the terms of this Agreement or any and the other Loan DocumentDocuments, together with such actions and powers as are reasonably incidental thereto. Notwithstanding any provision to The provisions of this Article IX are solely for the contrary contained elsewhere herein or in any other Loan Documentbenefit of the Agents, the Administrative Agent Lenders and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participantL/C Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities Loan Party shall be read into this Agreement or have rights as a third party beneficiary of any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agentsuch provisions. Without limiting the generality of the foregoing sentenceforegoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Creditors with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders (and the other Secured Creditors) and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. Without limiting the generality of the foregoing, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Lawlaw. Instead, such term is used merely as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions . (b) Each Lender irrevocably appoints each other Lender as its agent and bailee for the purpose of this Article Xperfecting Liens (whether pursuant to Section 8-301(a)(2) of the UCC or otherwise), are solely for the benefit of the Secured Creditors, in assets in which, in accordance with the UCC or any other applicable Legal Requirement a security interest can be perfected by possession or control. Should any Lender (other than the Collateral Agent) obtain possession or control of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly following the Collateral Agent’s request therefor, shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. The Lenders hereby (and each other Secured Creditor, by its acceptance of the benefits hereof and of the other Loan Documents) acknowledge and agree that the Collateral Agent may act, subject to and in accordance with the terms of customary intercreditor agreements or intercreditor agreements reasonably satisfactory to the Administrative Agent, if reasonably necessary in the determination of the Administrative Agent, as the collateral agent for the Lenders. (c) For the avoidance of doubt, each Loan Party, and each of the Secured Creditors by its acceptance of the benefits hereof and of the other Loan Documents, agrees, to the fullest extent permitted by applicable law, that the Collateral AgentAgent and/or the Administrative Agent shall have the right to “credit bid” any or all of the Secured Obligations in connection with any sale or foreclosure proceeding in respect of the Collateral, including without limitation, sales occurring pursuant to Section 363 of the Bankruptcy Code or included as part of any plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code. (d) By its acceptance of the benefits hereof and of the other Loan Documents, each Secured Creditor that is not a party hereto hereby (i) confirms that it has received a copy of the Loan Documents and such other documents and information as it has deemed appropriate to make its own decision to become a Secured Creditor and acknowledges that it is aware of the contents of, and consents to the terms of, the LendersLoan Documents, (ii) agrees that it will be bound by the provisions of the Collateral Documents, the L/C IssuersGuarantees and Section 11 (other than Section 11.6) and Section 13 of this Agreement (with respect to each such Section, as if such Secured Creditor were a Lender party to this Agreement) and neither will perform in accordance with its terms all such obligations which by the Borrowers nor any Loan Party shall have rights terms of such documents are required to be performed by it as a third party beneficiary Secured Creditor (or in the case of any Section 11 (other than Section 11.6) and Section 13 of this Agreement, as a Lender) and will take no actions contrary to such provisions. Each L/C Issuer shall act obligations; and (iii) authorizes and instructs the Collateral Agent to enter into the Collateral Documents and the Guarantees as Collateral Agent and on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article X and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgmentSecured Creditor.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Loan Credit Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Credit Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Credit Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " herein and in the other Loan Credit Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The . (b) Each Lender hereby irrevocably appoints, designates and authorizes the Collateral Agent to take such action on its behalf under the provisions of this Article XCredit Agreement and each Collateral Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any Collateral Document, together with such powers as are solely for reasonably incidental thereto. Notwithstanding any provision to the benefit of the Administrative Agentcontrary contained elsewhere herein or in any Collateral Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein or therein, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any Collateral Document or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the Lendersuse of the term "agent" herein and in the Collateral Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, the L/C Issuerssuch term is used merely as a matter of market custom, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisionsis intended to create or reflect only an administrative relationship between independent contracting parties. Each L/C Issuer The Collateral Agent shall act on behalf of the Lenders with respect to any Letters of Credit issued by it Collateral and the documents associated therewithCollateral Documents, and each such L/C Issuer the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such L/C Issuer the Collateral Agent in connection with Letters of Credit issued by it any Collateral or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit Collateral Documents as fully as if the term “"Administrative Agent” " as used in this Article X and in the definition of “"Agent-Related Person” " included such L/C Issuer the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to such L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgmentCollateral Agent.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender and each L/C Issuer (and each other Secured Creditor that is not a party hereto, by its acceptance of the benefits hereof and of the other Loan Documents) hereby irrevocably appoints, designates and authorizes Bank appoints each of America to act as the Administrative Agent and the Collateral Agent as an agent of, as applicable, such Lender or L/C Issuer (or such other Secured Creditor) under this Agreement and the other Loan Documents. Each Lender and each L/C Issuer (and each other Secured Creditor that is not a party hereto, by its acceptance of the benefits hereof and of the other Loan Documents) irrevocably authorizes the Administrative Agent and Collateral Agent each Agent, in such capacity, through its agents or employees, to take such action actions on its behalf under the provisions of this Agreement and each Agreement, the other Loan Document Documents and any other instrument or document furnished pursuant hereto or thereto and to exercise such actions and powers and perform such duties as are expressly delegated to it such Agent by the terms of this Agreement or any and the other Loan DocumentDocuments, together with such actions and powers as are reasonably incidental thereto. Notwithstanding any provision to The provisions of this Section 11 are solely for the contrary contained elsewhere herein or in any other Loan Documentbenefit of the Agents, the Administrative Agent Lenders and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participantL/C Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities Loan Party shall be read into this Agreement or have rights as a third party beneficiary of any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agentsuch provisions. Without limiting the generality of the foregoing sentenceforegoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Creditors with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders (and the other Secured Creditors) and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. Without limiting the generality of the foregoing, the use of the term “agent” herein in this Agreement and in the other Loan Documents (or any other similar term) with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Lawlaw. Instead, such term is used merely as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions . (b) Each Lender irrevocably appoints each other Lender as its agent and bailee for the purpose of this Article Xperfecting Liens (whether pursuant to Section 8-301(a)(2) of the UCC or otherwise), are solely for the benefit of the Secured Creditors, in assets in which, in accordance with the UCC or any other applicable Legal Requirement a security interest can be perfected by possession or control. Should any Lender (other than the Collateral Agent) obtain possession or control of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly following the Collateral Agent’s request therefor, shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. The Lenders hereby (and each other Secured Creditor, by its acceptance of the benefits hereof and of the other Loan Documents) acknowledge and agree that the Collateral Agent may act, subject to and in accordance with the terms of customary intercreditor agreements or intercreditor agreements reasonably satisfactory to the Administrative Agent, if reasonably necessary in the determination of the Administrative Agent, as the collateral agent for the Lenders. (c) For the avoidance of doubt, each Loan Party agrees to, and each of the Secured Creditors by its acceptance of the benefits hereof and of the other Loan Documents, hereby irrevocably authorizes, the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral Agentin satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Lenders, Obligations owed to the L/C IssuersSecured Creditors shall be entitled to be, and neither the Borrowers nor any Loan Party shall have rights as be, credit bid on a third party beneficiary of any such provisions. Each L/C Issuer shall act on behalf of the Lenders ratable basis (with Obligations with respect to any Letters contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of Credit issued by it and such claims in an amount proportional to the documents associated therewith, and each such L/C Issuer shall have all liquidated portion of the benefits and immunities contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) provided to the Administrative Agent in this Article X with respect shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any acts taken or omissions suffered actions by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article X and in the definition of “Agent-Related Person” included such L/C Issuer Administrative Agent with respect to such acts acquisition vehicle or omissionsvehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained Section 13.13), (iii) the Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Secured Creditor or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Creditor or any acquisition vehicle to take any further action. (d) By its acceptance of the benefits hereof and of the other Loan Documents, each Secured Creditor that is not a party hereto hereby (i) confirms that it has received a copy of the Loan Documents and such other documents and information as it has deemed appropriate to make its own decision to become a Secured Creditor and acknowledges that it is aware of the contents of, and consents to the terms of, the Loan Documents, (ii) as additionally provided herein agrees that it will be bound by the provisions of the Collateral Documents, the Guarantees and Section 11 (other than Section 11.6) and Section 13 (with respect to each such L/C Issuer. The Administrative Section, as if such Secured Creditor were a Lender party to this Agreement) and will perform in accordance with its terms all such obligations which by the terms of such documents are required to be performed by it as a Secured Creditor (or in the case of Section 11 (other than Section 11.6) and Section 13, as a Lender) and will take no actions contrary to such obligations; and (iii) authorizes and instructs the Collateral Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, enter into the Collateral Documents and to exercise its Credit Judgment in connection therewith, which determinations the Guarantees as Collateral Agent and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgmenton behalf of such Secured Creditor.

Appointment and Authorization of Administrative Agent and Collateral Agent. 1. Each of the Lenders and the L/C Issuer hereby irrevocably appoints JPMCB to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and authorizes each of the Administrative Agent and Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions. 2. Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Loan Collateral Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Collateral Document, together with such powers as are reasonably incidental thereto. In this connection, the Collateral Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Credit Documents) as if set forth in full herein with respect thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Collateral Document, neither the Administrative Agent and nor the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Collateral Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Collateral Documents with reference to the Administrative Agent or the Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit Collateral Agent shall act on behalf of the Lenders with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent under the Credit Documents with respect to any acts taken or omissions suffered by the Collateral Agent in connection with any Collateral or the Collateral Documents as fully as if the term “Administrative Agent” as used in such Credit Documents included the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. 3. Each The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent and Collateral Agent in this Article X with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” or “Collateral Agent” as used in this Article X and in included the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such the L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgment.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such actions and powers and perform such duties as are expressly delegated to it the Administrative Agent or the Collateral Agent, as the case may be, by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any 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 the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " herein and in the other Loan Documents with reference to the Administrative Agent or the Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. . (b) The provisions of this Article X, are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent and the Collateral Agent in this Article X IX with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “"Administrative Agent” " or "Collateral Agent" as used in this Article X IX and in the definition of “"Agent-Related Person” " included such the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such the L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgment.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each of the Lenders and the L/C Issuers hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and authorizes each of the Administrative Agent and Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuers, and neither the Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions. (b) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Loan Collateral Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Collateral Document, together with such powers as are reasonably incidental thereto. In this connection, the Collateral Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Credit Documents) as if set forth in full herein with respect thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Collateral Document, neither the Administrative Agent and nor the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Collateral Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Collateral Documents with reference to the Administrative Agent or the Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit Collateral Agent shall act on behalf of the Lenders with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent under the Credit Documents with respect to any acts taken or omissions suffered by the Collateral Agent in connection with any Collateral or the Collateral Documents as fully as if the term “Administrative Agent” as used in such Credit Documents included the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. . (c) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent and Collateral Agent in this Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” or “Collateral Agent” as used in this Article X and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgment.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions. (b) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Loan Collateral Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Collateral Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Collateral Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Collateral Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Collateral Documents with reference to CHAR1\885527v10 the Administrative Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each L/C Issuer Agent shall act on behalf of the Lenders with respect to any Letters of Credit issued by it Collateral and the documents associated therewithCollateral Documents, and each such L/C Issuer the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X under the Credit Documents with respect to any acts taken or omissions suffered by such L/C Issuer the Collateral Agent in connection with Letters of Credit issued by it any Collateral or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit Collateral Documents as fully as if the term “Administrative Agent” as used in this Article X and in such Credit Documents included the definition of “Agent-Related Person” included such L/C Issuer Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to such L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgmentCollateral Agent.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Loan Credit Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Credit Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Credit Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Credit Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The . (b) Each Lender hereby irrevocably appoints, designates and authorizes the Collateral Agent to take such action on its behalf under the provisions of this Article XCredit Agreement and each Collateral Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any Collateral Document, together with such powers as are solely for reasonably incidental thereto. Notwithstanding any provision to the benefit of the Administrative Agentcontrary contained elsewhere herein or in any other Credit Document, the Collateral AgentAgent shall not have any duties or responsibilities, except those expressly set forth herein and in the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisionsCollateral Documents. Each L/C Issuer The Collateral Agent shall act on behalf for the account of the Lenders holders of the Obligations with respect to any Letters of Credit issued by it Collateral Documents and the documents associated therewith, and each such L/C Issuer Collateral Agent shall have all of the benefits benefits, indemnities and immunities (i) provided to the Administrative Agent in this Article X Credit Agreement with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit Collateral Agent as fully as if the term “Administrative Agent” as used in this Article X and in herein included the definition of “Agent-Related Person” included such L/C Issuer Collateral Agent with respect to such acts or omissions, omissions and (ii) as additionally provided herein and in the Collateral Documents with respect to such L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgmentCollateral Agent.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any 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 the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The . (b) Each Lender hereby irrevocably appoints, designates and authorizes the Collateral Agent to take such action on its behalf under the provisions of this Article XAgreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are solely for reasonably incidental thereto. Notwithstanding any provision to the benefit of the Administrative Agentcontrary contained elsewhere herein or in any other Loan Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Collateral Agent have or be deemed to have any 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 the Collateral Agent. Without limiting the generality of the foregoing sentence, the Lendersuse of the term “agent” herein and in the other Loan Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, the L/C Issuerssuch term is used merely as a matter of market custom, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. is intended to create or reflect only an administrative relationship between independent contracting parties. (c) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent Agents in this Article X IX (Agents) with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters Letter of credit Credit Applications pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Article X IX (Agents) and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such any L/C Issuer. The Administrative Agent alone . (d) Each Secured Party not a party to this Agreement that obtains the benefit of this Agreement or any other Loan Document (including each holder of a Cash Management Obligation) shall be authorized by each Lender deemed to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, have acknowledged and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate accepted the appointment of the Administrative Agent from liability and the Collateral Agent pursuant to any Lender or the terms of this Agreement (including, without limitation, Section 9.01) for itself and its Affiliates as if a “Lender” party hereto and authorized the Administrative Agent and the Collateral Agent to act with respect to the Guaranty and the Collateral on its behalf in accordance with the provisions of this Agreement and the other Person for any error in judgmentLoan Documents.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender of the Lenders and each of the L/C Issuers hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers (other than the provisions of this Section 10.01 but only for the limited purpose of acknowledging and consenting to the appointment of the Administrative Agent and Collateral Agent hereunder and Section 10.06), and neither the Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions. (b) Each of the Lenders hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Loan Credit Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Credit Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Collateral Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Collateral Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Collateral Documents with reference to the Administrative Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each L/C Issuer Agent shall act on behalf of the Lenders with respect to any Letters of Credit issued by it Collateral and the documents associated therewithCredit Documents, and each such L/C Issuer the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X under the Credit Documents with respect to any acts taken or omissions suffered by such L/C Issuer the Collateral Agent in connection with Letters of any Collateral or the Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit Documents as fully as if the term “Administrative Agent” as used in this Article X and in such Credit Documents included the definition of “Agent-Related Person” included such L/C Issuer Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Credit Documents with respect to such L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgmentCollateral Agent.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender and each L/C Issuer (and each other Secured Creditor that is not a party hereto, by its acceptance of the benefits hereof and of the other Loan Documents) hereby irrevocably appoints, designates and authorizes Bank appoints each of America to act as the Administrative Agent and the Collateral Agent as an agent of, as applicable, such Lender or L/C Issuer (or such other Secured Creditor) under this Agreement and the other Loan Documents. Each Lender and each L/C Issuer (and each other Secured Creditor that is not a party hereto, by its acceptance of the benefits hereof and of the other Loan Documents) irrevocably authorizes the Administrative Agent and Collateral Agent each Agent, in such capacity, through its agents or employees, to take such action actions on its behalf under the provisions of this Agreement and each Agreement, the other Loan Document Documents and any other instrument or document furnished pursuant hereto or thereto and to exercise such actions and powers and perform such duties as are expressly delegated to it such Agent by the terms of this Agreement or any and the other Loan DocumentDocuments, together with such actions and powers as are reasonably incidental thereto. Notwithstanding any provision to The provisions of this Article IXSection 11 are solely for the contrary contained elsewhere herein or in any other Loan Documentbenefit of the Agents, the Administrative Agent Lenders and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participantL/C Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities Loan Party shall be read into this Agreement or have rights as a third party beneficiary of any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agentsuch provisions. Without limiting the generality of the foregoing sentenceforegoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Creditors with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders (and the other Secured Creditors) and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. Without limiting the generality of the foregoing, the use of the term “agent” herein in this Agreement and in the other Loan Documents (or any other similar term) with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Lawlaw. Instead, such term is used merely as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions . (b) Each Lender irrevocably appoints each other Lender as its agent and bailee for the purpose of this Article Xperfecting Liens (whether pursuant to Section 8-301(a)(2) of the UCC or otherwise), are solely for the benefit of the Secured Creditors, in assets in which, in accordance with the UCC or any other applicable Legal Requirement a security interest can be perfected by possession or control. Should any Lender (other than the Collateral Agent) obtain possession or control of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly following the Collateral Agent’s request therefor, shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. The Lenders hereby (and each other Secured Creditor, by its acceptance of the benefits hereof and of the other Loan Documents) acknowledge and agree that the Collateral Agent may act, subject to and in accordance with the terms of customary intercreditor agreements or intercreditor agreements reasonably satisfactory to the Administrative Agent, if reasonably necessary in the determination of the Administrative Agent, as the collateral agent for the Lenders. (c) For the avoidance of doubt, each Loan Party agrees to, and each of the Secured Creditors by its acceptance of the benefits hereof and of the other Loan Documents, hereby irrevocably authorizes, the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral Agentin satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Lenders, Obligations owed to the L/C IssuersSecured PartiesCreditors shall be entitled to be, and neither the Borrowers nor any Loan Party shall have rights as be, credit bid on a third party beneficiary of any such provisions. Each L/C Issuer shall act on behalf of the Lenders ratable basis (with Obligations with respect to any Letters contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of Credit issued by it and such claims in an amount proportional to the documents associated therewith, and each such L/C Issuer shall have all liquidated portion of the benefits and immunities contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) provided to the Administrative Agent in this Article X with respect shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any acts taken or omissions suffered actions by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article X and in the definition of “Agent-Related Person” included such L/C Issuer Administrative Agent with respect to such acts acquisition vehicle or omissionsvehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained Section 13.13 of this Agreement,), (iii) the Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Secured Creditor or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Creditor or any acquisition vehicle to take any further action. (d) By its acceptance of the benefits hereof and of the other Loan Documents, each Secured Creditor that is not a party hereto hereby (i) confirms that it has received a copy of the Loan Documents and such other documents and information as it has deemed appropriate to make its own decision to become a Secured Creditor and acknowledges that it is aware of the contents of, and consents to the terms of, the Loan Documents, (ii) as additionally provided herein agrees that it will be bound by the provisions of the Collateral Documents, the Guarantees and Section 11 (other than Section 11.6) and Section 13 of this Agreement (with respect to each such L/C Issuer. The Administrative Section, as if such Secured Creditor were a Lender party to this Agreement) and will perform in accordance with its terms all such obligations which by the terms of such documents are required to be performed by it as a Secured Creditor (or in the case of Section 11 (other than Section 11.6) and Section 13 of this Agreement, as a Lender) and will take no actions contrary to such obligations; and (iii) authorizes and instructs the Collateral Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, enter into the Collateral Documents and to exercise its Credit Judgment in connection therewith, which determinations the Guarantees as Collateral Agent and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgmenton behalf of such Secured Creditor.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes Bank of America appoints Xxxxx Fargo to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents and authorizes each of the Administrative Agent and Collateral Agent to take such action actions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms hereof or thereof, together with such actions and powers and perform such duties as are expressly delegated to it by the terms reasonably incidental thereto. The provisions of this Agreement or Article are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan DocumentCredit Party shall have rights as a third party beneficiary of any of such provisions. (b) Each Lender (including in its capacities as a potential Hedge Bank and a potential Treasury Management Bank) and the L/C Issuer hereby irrevocably appoints, designates and authorizes the Collateral Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” under the Credit Documents) as if set forth in full herein with respect thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Collateral Document, neither the Administrative Agent and nor the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Collateral Documents with reference to the Administrative Agent or the Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit Collateral Agent shall act on behalf of the Lenders with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent under the Credit Documents with respect to any acts taken or omissions suffered by the Collateral Agent in connection with any Collateral or the Collateral Documents as fully as if the term “Administrative Agent” as used in such Credit Documents included the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each . (c) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent and Collateral Agent in this Article X with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” or “Collateral Agent” as used in this Article X and in included the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such the L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgment.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender hereby irrevocably (subject to Section 12.9) appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent Agent, as applicable, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, neither the Administrative Agent and nor the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any 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 the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “terms "agent” " or "administrative agent" or "collateral agent" or "Administrative Agent" or "Collateral Agent" herein and in the other Loan Documents with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Lawlaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. . (b) The provisions of this Article X, are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each L/C Issuer Issuing Bank shall act on behalf of the Lenders with respect to any Letters Letter of Credit issued by it and the documents associated therewiththerewith until such time (and except for so long) as the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Bank with respect thereto; provided, and each such L/C Issuer however, that the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X XII with respect to any acts taken or omissions suffered by such L/C Issuer the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications Applications and agreements Agreements for letters Letters of credit Credit pertaining to such the Letters of Credit as fully as if the term “"Administrative Agent” " as used in this Article X and in XII included the definition of “Agent-Related Person” included such L/C Issuer Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgmentIssuing Bank.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action (including taking action to raise a Spanish notarial deed ("documento publico") in connection with any Credit Document and any Assignment and Assumption Agreement) on its behalf under the provisions of this Credit Agreement and each other Loan Credit Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Credit Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Credit Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " herein and in the other Loan Credit Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The . (b) Each Lender hereby irrevocably appoints, designates and authorizes the Collateral Agent to take such action (including taking action to raise a Spanish notarial deed ("documento publico") in connection with any Credit Document and any Assignment and Assumption Agreement) on its behalf under the provisions of this Article XCredit Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Credit Document, together with such powers as are solely for the benefit of the Administrative Agent, the reasonably incidental thereto. The Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each L/C Issuer Agent shall act on behalf of the Lenders with respect to any Letters of Credit issued by it Collateral and the documents associated therewithCollateral Documents, and each such L/C Issuer the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such L/C Issuer the Collateral Agent in connection with Letters of Credit issued by it the Collateral or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit Collateral Documents as fully as if the term “"Administrative Agent” " as used in this Article X and in the definition of “"Agent-Related Person” " included such L/C Issuer the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein and in the other Credit Documents with respect to such L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgmentCollateral Agent.

Appointment and Authorization of Administrative Agent and Collateral Agent. (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions. (b) Each Lender hereby irrevocably appoints, designates and authorizes Bank of America to act as the Administrative Agent and the Collateral Agent and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Loan Collateral Document and to exercise such actions and powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Collateral Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Collateral Document, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall the Administrative Agent or Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Collateral Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Collateral Documents with reference to the Administrative Collateral 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article X, are solely for the benefit Collateral Agent shall act on behalf of the Lenders with respect to any Collateral and the Collateral Documents, and the Collateral Agent shall have all of the benefits and immunities (i) provided to the Administrative Agent under the Credit Documents with respect to any acts taken or omissions suffered by the Collateral Agent in connection with any Collateral or the Collateral Documents as fully as if the term “Administrative Agent” as used in such Credit Documents included the Collateral Agent with respect to such acts or omissions, and (ii) as additionally provided herein or in the Collateral Documents with respect to the Collateral Agent, the Lenders, the L/C Issuers, and neither the Borrowers nor any Loan Party shall have rights as a third party beneficiary of any such provisions. Each . (c) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Article X and in included the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such the L/C Issuer. The Administrative Agent alone shall be authorized by each Lender to determine whether any Accounts constitute Eligible Accounts, or whether to impose or release any Borrowing Base Reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgment.