Common use of Appointment and Authorization Clause in Contracts

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this AgreementAgreement (including any required consent or direction from the Required Lenders), each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints the authorizes Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties hereunder as are expressly delegated to it Agent by the terms of this Agreement or any other Loan Documenthereof, together with such powers as are reasonably incidental thereto. Each Appointed Neither Agent agrees nor any of its affiliates, directors, officers, attorneys or employees shall (a) be liable for any action taken or omitted to act be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as such on determined by a court of competent jurisdiction), or be responsible in any manner to any of the express conditions contained in this Article XIII. The provisions Lenders for the effectiveness, enforceability, genuineness, validity or due execution of this Article XIII Agreement or any other Loan Documents, (other than Sections 13.9, 13.10(ab) and 13.10(b)) are solely for be under any obligation to any Lender to ascertain or to inquire as to the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries performance or observance of any of the provisions contained hereinterms, covenants or conditions hereof or thereof on the part of Borrowers or any other Company, or the financial condition of Borrowers or any other Company, or (c) be liable to any of the Companies for consequential damages resulting from any breach of contract, tort or other wrong in connection with the negotiation, documentation, administration or collection of the Loans or Letters of Credit or any of the Loan Documents. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties duty or responsibilities, responsibility except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderLender 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement other Loan Documents with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Administrative Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Loan Documents with reference to any Appointed 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. (b) Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Except Each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender 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 expressly otherwise fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and Issuing Lenders. (c) The Swing Line Lender shall have all of the exercise of remedies pursuant benefits and immunities (i) provided to the Administrative Agent in this Section 10.2, and 14 with respect to any action so acts taken or not taken shall be deemed consented to omissions suffered by the LendersSwing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender Purchaser and Purchaser Agent hereby irrevocably designates and appoints CACIB, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as are reasonably incidental thereto. The Administrator shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Transaction Documents. The duties of the Administrator shall be mechanical and administrative in nature. At no time shall the Administrator have any duty or responsibility to any Person to investigate or confirm the correctness or accuracy of any information or documents delivered to it in its role as Administrator hereunder or any obligation in respect of the failure of any Person (other than the Administrator) to perform any obligation hereunder or under any other Transaction Document. The Administrator shall not have, by reason of this Agreement, a fiduciary relationship in respect of any Purchaser Agent, Purchaser, the Seller, the Servicer or any Originator. Nothing in this Agreement or any of the Transaction Documents, express or implied, is intended to or shall be construed to impose upon the Administrator any obligations in respect of this Agreement or any of the Transaction Documents except as expressly set forth herein or therein. The Administrator shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Purchaser or any Purchaser Agent with any credit or other information with respect to the Seller, any Originator, the Servicer, the Performance Guarantor or their Affiliates, whether coming into its possession before the Closing Date or at any time or times thereafter. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as the Purchaser Agent and for such Purchaser’s Purchaser Group on the Collateral Agent (collectivelysignature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser becomes a party hereto, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, such Purchaser Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it such Purchaser Agent by the terms of this Agreement or any other Loan DocumentAgreement, if any, together with such other powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan DocumentAgreement, each Appointed no Purchaser Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderPurchaser or other Purchaser Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Purchaser Agent shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed such Purchaser Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied . (or expressc) 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. Except as expressly otherwise specifically provided in this Agreement, each Appointed Agent the provisions of this Article VI are solely for the benefit of the Purchaser Agents, the Administrator and the Purchasers, and none of the Seller or Servicer shall have any rights as a third party beneficiary or otherwise under any of the provisions of this Article VI, except that this Article VI shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such Purchaser. (d) In performing its functions and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) Purchaser Agents and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or does not taken assume nor shall be deemed consented to by have assumed any obligation or relationship of trust or agency with or for the LendersSeller or Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or any of their respective successors and assigns.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII14. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 14 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Protective Advances pursuant to Section 2.4(g) 2.2(i), and (c) the exercise of remedies pursuant to Section 10.211.2, including the taking of any action to enforce any Obligations or Loan Documents or to realize upon any Collateral or to otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, applicable law or otherwise, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably appoints, designates and appoints authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document, each Appointed the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank 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 any Appointed the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Loan Documents with reference to any Appointed the Administrative 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent . (b) An Issuing Bank shall have and may use its sole discretion act on behalf of the Banks with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement Letters of Credit issued by it and the other Loan Documentsdocuments associated therewith, including (a) the determination and such Issuing Bank shall have all of the applicability of ineligibility criteria benefits and immunities (i) provided to the Administrative Agent in this Article X with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the calculation applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the Borrowing Baseterm “Administrative Agent” as used in this Article X and in the definition of “Agent-Related Person” included such Issuing Bank with respect to such acts or omissions, (b) the making of Agent Advances pursuant to Section 2.4(g) and (cii) the exercise of remedies pursuant as additionally provided herein with respect to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenderssuch Issuing Bank.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a13.11(a), 13.11(b) and 13.10(b13.15(c)) are solely for the benefit of the Appointed Agents Agent and the Lenders, and the Borrower Borrowers shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the U.S. Borrowing Base or the Canadian Borrowing Base, as applicable, (b) the making of Agent Advances pursuant to Section 2.4(g) 2.2(b), and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. In furtherance of the foregoing, and not in limitation, each of the Lenders authorizes the Administrative Agent to enter into one or more intercreditor agreements, collateral agency agreements and Collateral Documents acceptable to the Administrative Agent in its reasonable discretion with parties to any Appointed Pari Passu Debt, including (if applicable) for the purpose of acting as collateral agent for the Secured Parties and the parties to such Pari Passu Debt (and each reference to the Administrative Agent have or in this Article XII shall be deemed to have any fiduciary relationship with any Lenderinclude a reference to the Administrative Agent acting in such capacity, and no implied covenants, functions, responsibilities, duties, obligations or liabilities if applicable). Nothing herein shall be read into this Agreement construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. InsteadAgent”, 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.“

Appointment and Authorization. (a) Each Lender Purchaser hereby designates and irrevocably appoints the Agent and Gotham Green Admin 1, LLC to act on its behalf as the Collateral Agent (collectively, the “Appointed Agents”) as its agents hereunder and under this Agreement and the other Loan Documents Operative Documents, designates and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Operative 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 Operative Document, together with such powers as are reasonably incidental thereto. Each Appointed Without limiting the generality of the foregoing, each Purchaser hereby expressly authorizes the Collateral Agent agrees to act execute any and all documents (including releases) with respect to the Collateral and the rights of the Holders with respect thereto, as such on contemplated by and in accordance with the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents Agreement and the Lenders, Operative Documents and acknowledge and agree that any such action by the Borrower Collateral Agent shall have no rights as third party beneficiaries of any of the provisions contained hereinbind such Purchaser. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Operative Document, each Appointed the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Collateral Agent have or be deemed to have any fiduciary relationship with any Lendera Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Operative Document or otherwise exist against any Appointed the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Operative Documents with reference to any Appointed 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) Each Purchaser (by acceptance of the benefits of the Operative Documents) hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of (and to hold any security interest created by the Operative Documents for and on behalf of or on trust for) such Purchaser for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by 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 shall be entitled to the benefits of all provisions of this Section 10.1 as if set forth in full herein with respect thereto. (c) Each Purchaser (by acceptance of the benefits of the Operative Documents) hereby (i) acknowledges that it has received a copy of the Intercreditor Agreement, (ii) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement to the extent then in effect, and (iii) authorizes and instructs the Collateral Agent to enter into the Intercreditor Agreement as Collateral Agent and on behalf of such Purchaser. (d) Except as expressly otherwise provided in this AgreementARTICLE X, each Appointed Agent the provisions of this ARTICLE X are solely for the benefit of the Holders, and neither the Company nor any other Credit Party shall have rights as a third-party beneficiary of any of such provisions; provided, however that each Credit Party shall have the right to rely on the appointment and may use its authority granted to the Collateral Agent under this ARTICLE X to operate as the sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly and exclusive agent of each Purchaser and each Credit Party shall be entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2rely, and any action so taken or not taken shall be deemed consented to fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation by a Collateral Agent as the Lendersconsent or direction of any Purchaser.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints the authorizes Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties hereunder as are expressly delegated to it Agent by the terms of this Agreement or any other Loan Documenthereof, together with such powers as are reasonably incidental thereto. Each Appointed Neither Agent agrees nor any of its affiliates, directors, officers, attorneys or employees shall (a) be liable for any action taken or omitted to act be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as such on determined by a court of competent jurisdiction), or be responsible in any manner to any of the express conditions contained in this Article XIII. The provisions Lenders for the effectiveness, enforceability, genuineness, validity or due execution of this Article XIII Agreement or any other Loan Documents, (other than Sections 13.9, 13.10(ab) and 13.10(b)) are solely for be under any obligation to any Lender to ascertain or to inquire as to the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries performance or observance of any of the provisions contained hereinterms, covenants or conditions hereof or thereof on the part of Borrower or any other Company, or the financial condition of Borrower or any other Company, or (c) be liable to any of the Companies for consequential damages resulting from any breach of contract, tort or other wrong in connection with the negotiation, documentation, administration or collection of the Loans or Letters of Credit or any of the Loan Documents. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties duty or responsibilities, responsibility except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderLender 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement other Loan Documents with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectivelyBankAmerica Business Credit, the “Appointed Agents”) Inc. as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII14. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 14 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including including, without limitation, (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseAvailability, (b) the making of Agent Advances pursuant to Section 2.4(g) 2.2(i), and (c) the exercise of remedies pursuant to Section 10.211.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints each of the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Agents as its agents agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIIIVIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) VIII are solely for the benefit of the Appointed Agents and the Lenders, Lenders and the Borrower Borrowers shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent the Agents shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent the Agents have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations obligations, or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agentthe Agents. Without limiting the generality of the foregoing sentence, the use of the term “agentagents” in this Agreement with reference to any Appointed Agent the Agents 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria and other determinations with respect to the calculation of the Borrowing Base, (b) the making of Agent Protective Advances pursuant to Section 2.4(g) 2.04, and (c) the exercise of remedies pursuant to Section 10.2Article VII, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender Lender, on behalf of itself and any of its Affiliates that are Secured Parties, and each Letter of Credit Issuer hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender and each Letter of Credit Issuer hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the LendersSecured Parties, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this AgreementAgreement (including any required consent or direction from the Required Lenders), each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably appoints, designates and appoints authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document, each Appointed the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderLender 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 any Appointed the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " herein and in this Agreement the other Loan Documents with reference to any Appointed the Administrative 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent . (b) The Issuing Lender shall have and may use its sole discretion act on behalf of the Lenders with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement Letters of Credit issued by it and the other Loan Documentsdocuments associated therewith, including (a) and the determination Issuing Lender shall have all of the applicability benefits and immunities (i) provided to the Administrative Agent in this Article 11 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of ineligibility criteria 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 11 and in the definition of "Agent-Related Person" included the Issuing Lender with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersIssuing Lender.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the no Borrower shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably designates and appoints Agent as the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents administrative agent of such Lender under this Agreement and the other Loan Documents Documents, and each such Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacityas the administrative agent for such Lender, to take such action on its behalf and in Agent’s designated capacity under the provisions of this Agreement and each the other Loan Document Documents and to exercise such powers and perform such duties as are expressly delegated to it Agent by the terms of this Agreement or any and the other Loan DocumentDocuments, together with such other powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) thereto and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of be entitled to rely on any of decision, action or notice given to or by Agent and Agent’s sole decision-making authority with respect to all matters related to “Lender” with respect to the provisions contained hereinLoan Documents without any further notice to or consent from any other Lender. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any and the other Loan DocumentDocuments, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, 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 Agent. (b) Subject to Section 10.31, no individual Lender or group of Lenders shall have any Appointed Agent. Without limiting right to modify or waive, or consent to the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine departure of any applicable lawparty from any provision of any Loan Document, or secure or enforce the Obligations. InsteadAll such rights, such term is used merely as a matter on behalf of market customAgent or any Lender or Lenders, shall be held and is intended to create or reflect only an administrative relationship between independent contracting partiesexercised solely by and at the option of Agent for the Ratable benefit of Lenders. Except as expressly otherwise provided in this AgreementAgreement or the other Loan Documents, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions on behalf of Lenders which such Appointed Agent is expressly entitled to exercise or take or assert under this Agreement and or the other Loan Documents, including (ai) the determination of the applicability of ineligibility criteria with respect if and to the calculation of the Borrowing Basewhat extent matters or items subject to Agent’s satisfaction are acceptable or otherwise within its discretion, (bii) the making of Administrative Agent Advances pursuant to Section 2.4(g) Advances, and (ciii) the exercise of remedies pursuant to Section 10.2under this Agreement or any other Loan Document, and any action so taken or not taken shall be deemed consented to by the Lenders. (c) In case of the pendency of any bankruptcy, receivership, insolvency, liquidation, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to Borrower, no individual Lender or group of Lenders shall have the right, and Agent (irrespective of whether the principal of the Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Agent shall have made any demand on Borrower) shall to the extent given such rights under the Loan Documents, be exclusively entitled and empowered on behalf of itself and Lenders, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loan and all other Obligations that are then owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of Lenders and Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of Lender and Agent and their respective counsel and all other amounts, in each case, due Lender and Agent hereunder allowed in such judicial proceeding; (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same pursuant to the Loan Documents; and (iii) any custodian, receiver, assignee, trustee, liquidator, conservator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Agent and, in the event that Agent shall consent to the making of such payments directly to Lender, to pay to Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Agent and its counsel, and any other amounts, in each case, due Agent hereunder. Nothing contained herein shall be deemed to authorize Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of Lender except as approved by the Lenders or to authorize Agent to vote in respect of the claims of Lenders except as approved by the Lenders in any such proceeding.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Xxxxx Fargo as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIIISection Twelve. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) Section Twelve are solely for the benefit of the Appointed Agents Agent and the Lenders, and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesresponsibilities to Lenders, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseAvailability, (b) the making of Agent Advances pursuant to Section 2.4(g) 2.2(i), and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by Lenders. Without limiting Section 11.1, Agent may, and each Lender authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Loan Documents and to enter into amendments, restatements, modifications and supplements to the Loan Documents entered into between Agent and one or more Borrowers or Guarantors from time to time to take any action contemplated or permitted by the terms of this Agreement. Any action taken by Agent in accordance with the provisions of the Loan Documents, and the exercise by Agent of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. Without limiting the generality of the foregoing, each Lender hereby authorizes each of Collateral Agent and Agent to enter into the Intercreditor Agreement and the Security Agreement (together with any joinders thereto and any amendments, modifications or supplements thereto to make conforming changes to the Loan Documents, resolve any ambiguities in Agent’s discretion and make corrective amendments thereto), and to take all actions contemplated by the Intercreditor Agreement and the Security Agreement.

Appointment and Authorization. (a) Each Lender providing a Loan hereby irrevocably (subject to Section 8.9) appoints, designates and appoints authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement, the Collateral Agency Agreement and each other Loan Financing Document to which it is a party and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement, the Collateral Agency Agreement or any other Loan Financing Document, together with such powers as are reasonably incidental thereto. . (b) Each Appointed Lender authorizes the Administrative Agent agrees to act as such on execute, deliver and perform each of the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) Financing Documents to which the Administrative Agent is or is intended to be a party and 13.10(b)) are solely the Collateral Agency Agreement for the benefit of the Appointed Agents Lenders and each Lender agrees to be bound by all of the agreements of the Administrative Agent contained in the Financing Documents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Collateral Agency Agreement. (c) Notwithstanding any provision to the contrary contained elsewhere in this Agreement, the Collateral Agency Agreement or in any other Loan Financing Document, each Appointed the Administrative Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein, nor in the Financing Documents and in the Collateral Agency Agreement, and the Administrative Agent shall any Appointed Agent not have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, the Collateral Agency Agreement or any other Loan Financing Document or otherwise exist against any Appointed the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agentAdministrative Agent” in this Agreement with reference to any Appointed Agent the Administrative 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 a relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably (subject to Section 9.09) appoints, designates and appoints the authorizes Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderBank, 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent . (b) Issuing Bank shall have and may use its sole discretion act on behalf of the Revolving Banks with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement Letters of Credit issued by it and the other Loan Documents, including documents associated therewith until such time (aand except for so long) as Agent may agree at the determination request of the applicability Revolving Banks to act for Issuing Bank with respect thereto; provided, however, that Issuing Bank shall have all of ineligibility criteria the benefits and immunities (i) provided to Agent in this Article IX with respect to any acts taken or omissions suffered by Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the calculation application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Agent” as used in this Article IX included Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to Issuing Bank. Prior to the Issuance of a Letter of Credit or upon the payment of any drawing on a Letter of Credit by Issuing Bank other than Agent, Issuing Bank shall provide written notice to Agent of the Borrowing Basedollar amount, (b) the making date of Agent Advances pursuant to Section 2.4(g) such Issuance of payment and (c) the exercise expiry date for such Letter of remedies pursuant to Section 10.2, and any action so taken or not taken Credit. Such Issuance shall be deemed consented subject to by the Lendersconsent of Agent. Such consent shall not result in the imposition of any liability upon Agent.

Appointment and Authorization. (a) Each Lender Purchaser hereby irrevocably designates and appoints the Agent and the Collateral Agent (collectively, BTMUNY as the “Appointed Agents”) as its agents under this Agreement Administrative Agent” hereunder and authorizes the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document actions and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any Administrative Agent hereby and to exercise such other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Administrative Agent agrees to act as shall hold, in its name, on behalf of each Purchaser, the Asset Interests of each Purchased Receivable of such on the express conditions contained in this Article XIIIPurchaser. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Administrative Agent shall not have any duties or responsibilities, except other than those expressly set forth herein, nor shall any Appointed Agent have herein or be deemed to have any fiduciary relationship with any LenderPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Agreement, or otherwise exist, against the Administrative Agent. The Administrative Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, any Purchaser, any Seller or any other Loan Person. Notwithstanding any provision hereof or any other Purchase Document, in no event shall the Administrative Agent ever be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the provision of any Purchase Document or otherwise exist against any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary or other implied applicable Law. (or expressb) 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. Except as expressly otherwise specifically provided in this Agreement, each Appointed the provisions of this Section 13 are solely for the benefit of the Administrative Agent and the Purchasers, and no Seller shall have and any rights as a third-party beneficiary or otherwise under any of the provisions of this Section 13, except that this Section 13 shall not affect any obligations which the Administrative Agent or any Purchaser may use its sole discretion with respect have to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert Seller under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and provisions hereof. (c) In performing its functions and duties hereunder, the exercise Administrative Agent shall act solely as the agent of remedies pursuant to Section 10.2, the Purchasers and any action so taken or does not taken assume nor shall be deemed consented to by the Lendershave assumed any obligation or relationship of trust or agency with or for any Seller or any of its successors and assigns.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower Borrowers shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 8.9) appoints, designates and appoints authorizes Crédit Agricole Corporate and Investment Bank as the initial Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Financing Document to which it is a party and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any such other Loan Financing Document, together with such powers as are reasonably incidental thereto. . (b) Each Appointed Lender hereby irrevocably (subject to Section 8.9) appoints, designates and authorizes Wilmington Trust, National Association as the initial Collateral Agent agrees to act as take such action on its behalf under the express conditions contained in this Article XIII. The provisions of this Article XIII Agreement and each other Financing Document to which it is a party and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any such other Financing Document, together with such powers as are reasonably incidental thereto. (other than Sections 13.9, 13.10(ac) and 13.10(b)) are solely for the benefit Each of the Appointed Agents Lenders authorizes, respectively, each Agent to execute, deliver and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any perform each of the provisions Financing Documents to which such Agent is or is intended to be a party and each Lender agrees to be bound by all of the agreements of such Agent contained herein. in the Financing Documents. (d) Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Financing Document, each Appointed Agent none of the Agents shall not have any duties or responsibilities, responsibilities except those expressly set forth hereinherein and in the other Financing Documents, nor shall any Appointed Agent of the Agents have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Financing Document or otherwise exist against any Appointed Agentof the Agents. Without limiting the generality of the foregoing sentence, the use of the term terms “agentAdministrative Agent,” and “Collateral Agent,” in this Agreement with reference to any Appointed 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 terms are used merely as a matter of market custom, and is are intended to create or reflect only an administrative a relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and Agreement, the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties Other Related Documents as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) Loan Documents and 13.10(b)) are solely Other Related Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities. (b) Each Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have action taken by the Requisite Lenders in accordance with the provisions of this Agreement, the Loan Documents or be deemed to have any fiduciary relationship with any Lenderthe Other Related Documents, and no implied covenantsthe exercise by the Requisite Lenders of the powers set forth herein or therein, functionstogether with such other powers as are reasonably incidental thereto, responsibilities, duties, obligations or liabilities shall be read into this Agreement authorized and binding upon all of the Lenders. (c) Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Administrative Agent”, “Agent”, “agent” and similar terms in this Agreement the Loan Documents or Other Related Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (d) The Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and other documents delivered to the Administrative Agent pursuant to Article 10. Except The Administrative Agent will also furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrowers, any Loan Party or any other Affiliate of the Borrowers, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. (e) As to any matters not expressly provided for by the Loan Documents and Other Related Documents (including, without limitation, enforcement or collection of any of Borrowers’ obligations hereunder), Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the obligations of Borrowers; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Requirements of Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Potential Default or Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as expressly otherwise provided in a result of the Administrative Agent acting or refraining from acting under this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) or the determination Other Related Documents in accordance with the instructions of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseRequisite Lenders, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2or where applicable, and any action so taken or not taken shall be deemed consented to by all the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII14. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 14 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including including, without limitation, (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseCombined Availability, (b) the making of Agent Advances pursuant to Section 2.4(g) 2.2(i), and (c) the exercise of remedies pursuant to Section 10.211.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly specifically delegated to it the Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely Loan Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesEach Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship action taken by the Requisite Lenders in accordance with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender or to impose on the Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent”, “agent” and similar terms in this Agreement the Loan Documents with reference to any Appointed the Agent is are not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as The Agent will also furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly otherwise provided in this Agreementfor by the Loan Documents (including, each Appointed without limitation, enforcement or collection of any of the Obligations), the Agent shall have not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and may use its sole discretion with respect to exercising shall be fully protected in so acting or refraining from exercising acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any discretionary rights other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or taking which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert acting under this Agreement and or any of the other Loan Documents, including (a) Documents in accordance with the determination instructions of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseRequisite Lenders, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2or where applicable, and any action so taken or not taken shall be deemed consented to by all the Lenders.

Appointment and Authorization. (a) Each of the Lenders and the Issuing Lender hereby designates and irrevocably appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement agent and authorizes the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, 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 and perform such duties as are expressly delegated to it the Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) together with such actions and powers as are reasonably incidental thereto. The provisions of this Article X are solely for the determination benefit of the applicability of ineligibility criteria Agent, the Lenders and the Issuing Lender, and, except with respect to Section 10.6, neither the calculation Borrower nor any Credit Party shall have rights as a third party beneficiary of the Borrowing Base, any such provisions. (b) The Agent shall also act as the making “collateral agent” under the Loan Documents and each of the Lenders and the Issuing Lender hereby irrevocably appoints and authorizes the Agent Advances to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 2.4(g10.5 or otherwise for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted hereunder or under any other Loan Document, or for exercising any rights and (c) remedies thereunder at the exercise direction of remedies pursuant to Section 10.2the Agent), and any action so taken or not taken shall be deemed consented entitled to by the Lendersbenefits of all provisions of this Article X and Article XI, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto.

Appointment and Authorization. (a) Each member of the Lender Group hereby designates and irrevocably appoints SunTrust Bank as the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, it to take such action actions on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Administrative Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) together with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder or under the determination other Loan Documents by or through any one or more sub-agents or attorneys-in-fact appointed by the Administrative Agent. The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article shall apply to any such sub-agent, attorney-in-fact or Related Party and shall apply to their respective activities in connection with the syndication of the applicability credit facilities provided for herein as well as activities as the Administrative Agent. (b) The Issuing Bank shall act on behalf of ineligibility criteria the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Lenders to act for the Issuing Bank with respect thereto; provided that the Issuing Bank shall have all the benefits and immunities (i) provided to the Administrative Agent in this Article with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Article included the Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersIssuing Bank.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower no Loan Party shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a13.11(a) and 13.10(b13.11(b)) are solely for the benefit of the Appointed Agents Agent and the Lenders, and the Borrower Borrowers shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the U.S. Borrowing Base or the Canadian Borrowing Base, as applicable, (b) the making of Agent Advances pursuant to Section 2.4(g2.5(h) or Section 2.6(i), as applicable, and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders. For the purposes of creating a solidarité active in accordance with Article 1541 of the Civil Code of Québec between each Secured Party, taken individually, on the one hand, and the Agent, on the other hand, each Obligor and each such Secured Party acknowledge and agree with the Agent that such Secured Party and the Agent are hereby conferred the legal status of solidary creditors of each such Obligor in respect of all Obligations owed by each such Obligor to the Agent and such Secured Party hereunder and under the other Loan Documents (collectively, the “Solidary Claim”) and that, accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code of Québec, each such Obligor is irrevocably bound towards the Agent and each Secured Party in respect of the entire Solidary Claim of the Agent and such Secured Party. As a result of the foregoing, the parties hereto acknowledge that the Agent and each Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of the Agent and such Secured Party and the right to give full aquittance for it. Accordingly, and without limiting the generality of the foregoing, the Agent, as solidary creditor with each Secured Party, shall at all times have a valid and effective right of action in respect of the Solidary Claim and the right to give a full aquittance for same. By its execution of the Loan Documents to which it is a party, each such Obligor not a party hereto shall also be deemed to have accepted the stipulations hereinabove provided. The parties further agree and acknowledge that such Liens (hypothecs) under the Security Documents and the other Loan Documents shall be granted to the Agent, for its own benefit and for the benefit of the Secured Parties, as solidary creditor as hereinabove set forth.

Appointment and Authorization. (a) Each Lender of the Lenders hereby designates irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Credit Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Administrative 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 and perform such duties as are expressly delegated to it the Administrative Agent by the terms of this Agreement hereof or any other Loan Documentthereof, together with such actions and powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII Section 12 (other than Sections 13.912.08, 13.10(a) 12.10 and 13.10(b)12.11) are solely for the benefit of the Appointed Agents Administrative Agent, the Issuing Bank and the Lenders, and the neither any Borrower nor any other Credit Party shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained hereinsuch provisions. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, It is understood 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, agreed that the use of the term “agent” herein or in this Agreement any other Credit Documents (or any other similar term) with reference to any Appointed the Administrative 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) Bank of America shall also act as the “collateral agent” and “security trustee” under the Credit Documents, and each of the Lenders (on behalf of itself and its Affiliates, including in its capacity as a potential Secured Bank Product Provider) hereby irrevocably appoints and authorizes Bank of America to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Credit Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. Except In this connection, Bank of America, as “collateral agent” or “security trustee” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 12.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Section 12 and Section 13 (including Section 13.01, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” or “security trustee” under the Credit Documents) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly otherwise provided in this Agreement, each Appointed authorize the Collateral Agent shall have to execute any and may use its sole discretion all documents (including releases) with respect to exercising or refraining from exercising any discretionary the Collateral and the rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under of the Guaranteed Creditors with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents, including (a) Security Documents and acknowledge and agree that any such action by any Agent shall bind the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and Lenders. (c) Each of the exercise of remedies pursuant Lenders (including in its capacity as a potential Secured Bank Product Provider) hereby authorizes the Administrative Agent and/or the Collateral Agent to Section 10.2, enter into the Intercreditor Agreement and any action so taken other intercreditor agreement or not taken arrangement or supplement thereto permitted under this Agreement without any further consent by any Lender and any such intercreditor agreement shall be deemed consented to by being binding upon the Lenders.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably (subject to Section 10.09) appoints, designates and appoints the authorizes Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderBank, 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent . (b) Each Issuing Bank shall have and may use its sole discretion act on behalf of the Banks with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement Letters of Credit issued by it and the other Loan Documents, including documents associated therewith until such time (aand except for so long) as Agent and such Issuing Bank may agree at the determination request of the applicability Required Banks that Agent will act for such Issuing Bank with respect thereto; provided, however, that such Issuing Bank shall have all of ineligibility criteria the benefits and immunities (i) provided to Agent in this Article X with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the calculation application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Agent” as used in this Article X included such Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such Issuing Bank. Prior to the issuance of a Letter of Credit or upon the payment of any drawing on a Letter of Credit by an Issuing Bank other than Agent, such Issuing Bank shall provide written notice to Agent of the Borrowing Basedollar amount, (b) the making date of Agent Advances pursuant to Section 2.4(g) such issuance or payment and (c) the exercise expiry date for such Letter of remedies pursuant to Section 10.2, and any action so taken or not taken Credit. Such issuance shall be deemed consented subject to by the Lendersconsent of Agent. Such consent shall not result in the imposition of any liability upon Agent.

Appointment and Authorization. (a) Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and Agreement, the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties Other Related Documents as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Each Appointed Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent agrees to act as such on enter into the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) Loan Documents and 13.10(b)) are solely Other Related Documents for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities. (b) Each Lender hereby agrees that, except those expressly as otherwise set forth herein, nor shall any Appointed Agent have action taken by the Requisite Lenders in accordance with the provisions of this Agreement, the Loan Documents or be deemed to have any fiduciary relationship with any Lenderthe Other Related Documents, and no implied covenantsthe exercise by the Requisite Lenders of the powers set forth herein or therein, functionstogether with such other powers as are reasonably incidental thereto, responsibilities, duties, obligations or liabilities shall be read into this Agreement authorized and binding upon all of the Lenders. (c) Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other Loan Document or otherwise exist against any Appointed Agentthan those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Administrative Agent”, “Agent”, “agent” and similar terms in this Agreement the Loan Documents or Other Related Documents with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (d) The Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and other documents delivered to the Administrative Agent pursuant to Article 10. Except The Administrative Agent will also furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by Borrower, any Loan Party or any other Affiliate of Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. (e) As to any matters not expressly provided for by the Loan Documents and Other Related Documents (including, without limitation, enforcement or collection of any of Borrower’s obligations hereunder), Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the obligations of Borrower; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Requirements of Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Potential Default or Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as expressly otherwise provided in a result of the Administrative Agent acting or refraining from acting under this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) or the determination Other Related Documents in accordance with the instructions of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseRequisite Lenders, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2or where applicable, and any action so taken or not taken shall be deemed consented to by all the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably appoints, designates and appoints authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Administrative Agent shall not have any no duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderLender 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 any Appointed the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Loan Documents with reference to any Appointed the Administrative 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. Except Notwithstanding any provision contained in this Agreement providing for any action in the Administrative Agent’s reasonable discretion or approval of any action or matter in the Administrative Agent’s reasonable satisfaction, the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) which may be delivered by electronic transmission (including e-mail by such Lenders or counsel to the Required Lenders (which on the date hereof is Xxxxxx & Xxxxxxx LLP); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law and shall, in the Administrative Agent’s sole discretion, be accompanied by indemnity or security satisfactory to the Administrative Agent and subject to the indemnification set forth in Section 9.07. The Administrative Agent shall not, except as expressly otherwise provided set forth herein and in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any other Loan Party or any of their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any other Agent-Related Person in any capacity. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (ai) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the determination contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the applicability covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of ineligibility criteria with respect any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the calculation of the Borrowing Base, Administrative Agent. (b) The Administrative Agent shall also act as the making “collateral agent” under the Loan Documents, and each of the Lenders (in its capacity as a Lender) hereby irrevocably appoints and authorizes the Administrative Agent Advances to act as the agent of (and to hold any security interest, charge or other Lien created by the Collateral Documents for and on behalf of or on trust for) 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 Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 2.4(g9.02 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 (c) remedies thereunder at the exercise direction of remedies pursuant to Section 10.2the Administrative Agent), and any action so taken or not taken shall be deemed consented entitled to by the Lendersbenefits of all provisions of this Article IX (including Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Appointment and Authorization. (a) Each Lender of the Lenders hereby designates irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Credit Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Administrative 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 and perform such duties as are expressly delegated to it the Administrative Agent by the terms of this Agreement hereof or any other Loan Documentthereof, together with such actions and powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII Section 12 (other than Sections 13.912.08, 13.10(a) 12.10 and 13.10(b)12.11) are solely for the benefit of the Appointed Agents Administrative Agent, the Issuing Bank and the Lenders, and neither the Lead Borrower nor any other Credit Party shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained hereinsuch provisions. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, It is understood 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, agreed that the use of the term “agent” herein or in this Agreement any other Credit Documents (or any other similar term) with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, 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. Except as expressly otherwise provided in this Agreement, each Appointed . (b) The Administrative Agent shall have also act as the “collateral agent” and may use “security trustee” under the Credit Documents, and each of the Lenders (including in its sole capacity as Secured Bank Product Provider) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Credit Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” or “security trustee” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 12.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 12 and Section 13 (including Section 13.01, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” or “security trustee” under the Credit Documents) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to exercising the Collateral and the rights of the Guaranteed Creditors with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders. (c) The Lenders hereby authorize the Administrative Agent to enter into the Intercreditor Agreement, any Additional Intercreditor Agreement and any other intercreditor agreement or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert arrangement permitted under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken such intercreditor agreement shall be deemed consented to by being binding upon the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank of America as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIIISection Twelve. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) Section Twelve are solely for the benefit of the Appointed Agents Agent and the Lenders, and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesresponsibilities to Lenders, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseAvailability, (b) the making of Agent Advances pursuant to Section 2.4(g) subparagraph 2.2(i), and (c) the exercise of remedies pursuant to Section Paragraph 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) GECC as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII14. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 14 are solely for the benefit of the Appointed Agents Agent, the Agent-Related Persons and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.211.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each (a) Lender hereby designates and irrevocably appoints the Agent and Gotham Green Admin 1, LLC to act on its behalf as the Collateral Agent (collectively, the “Appointed Agents”) as its agents hereunder and under this Agreement and the other Loan Documents Transaction Agreements, designates and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document Transaction Agreement 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 DocumentTransaction Agreement, together with such powers as are reasonably incidental thereto. Each Appointed Without limiting the generality of the foregoing, the Lender hereby expressly authorizes the Collateral Agent agrees to act execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as such on contemplated by and in accordance with the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents Agreement and the Lenders, Security Documents and acknowledge and agree that any such action by the Borrower Collateral Agent shall have no rights as third party beneficiaries of any of bind the provisions contained hereinLender. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan DocumentTransaction Agreement, each Appointed the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Collateral Agent have or be deemed to have any fiduciary relationship with any the Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document Transaction Agreement or otherwise exist against any Appointed the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Transaction Agreements with reference to any Appointed 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) Each of the Secured Parties (by acceptance of the benefits of the Security Documents) hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of (and to hold any security interest created by the Security Documents for and on behalf of or on trust for) such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by 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 shall be entitled to the benefits of all provisions of this Article 25 as if set forth in full herein with respect thereto. (c) The Lender and each Secured Party (by acceptance of the benefits of the Security Documents) hereby (i) acknowledges that it has received a copy of the Intercreditor Agreement, (ii) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement to the extent then in effect, and (iii) authorizes and instructs the Collateral Agent to enter into the Intercreditor Agreement as Collateral Agent and on behalf of such Lender or Secured Party. (d) Except as expressly otherwise provided in this AgreementArticle 25, each Appointed Agent the provisions of this Article 25 are solely for the benefit of the Lender, and neither the Company nor any other Credit Party shall have and may use its sole discretion with respect to exercising or refraining from exercising rights as a third-party beneficiary of any discretionary rights or taking or refraining from taking any actions which of such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lendersprovisions.

Appointment and Authorization. (a) Each Lender of the Lenders hereby designates irrevocably appoints Bank of America, N.A. to act on its behalf as the Administrative Agent hereunder and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Credit Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Administrative 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 and perform such duties as are expressly delegated to it the Administrative Agent by the terms of this Agreement hereof or any other Loan Documentthereof, together with such actions and powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents Administrative Agent and the Lenders, and neither the Borrower nor any other Credit Party shall have no rights as a third party beneficiaries beneficiary of any of such provisions. (b) The Administrative Agent shall also act as the provisions contained herein“collateral agent” under the Credit Documents, and each of the Lenders (including in its capacity as a potential Guaranteed Creditor under a Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Credit Party to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding In this connection, the Administrative Agent, as “collateral agent” and any provision co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 12.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the contrary contained elsewhere in benefits of all provisions of this Agreement or in any other Loan DocumentArticle XII and Article XIII (including Section 13.01, each Appointed Agent shall not have any duties or responsibilitiesas though such co-agents, except those expressly sub-agents and attorneys-in-fact were the “collateral agent” under the Credit Documents) as if set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship in full herein with any Lender, 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 any Appointed Agentrespect thereto. Without limiting the generality of the foregoing sentenceforegoing, the use of Lenders hereby expressly authorize the term “agent” in this Agreement with reference Administrative Agent to execute any Appointed Agent is not intended to connote any fiduciary or other implied and all documents (or expressincluding releases) 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising the Collateral and the rights of the Guaranteed Creditors with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents and acknowledge and agree that any such action by any Administrative Agent shall bind the Lenders. (c) The Lenders hereby authorize the Administrative Agent to enter into any intercreditor agreement or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert arrangement permitted under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken such intercreditor agreement shall be deemed consented to by binding upon the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it them by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the LendersLenders and, and the no Borrower Party shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained herein, nor shall anything contained in this Article 12 limit any rights set forth elsewhere in this Agreement the Borrower Parties have or may have against the Agent, any Lender or any other Agent-Related Person. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (i) Each Lender Bank hereby irrevocably (subject to Section 9.09) appoints, designates and appoints the authorizes Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderBank, 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent . (j) Issuing Bank shall have and may use its sole discretion act on behalf of the Working Capital Banks with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement Letters of Credit issued by it and the other Loan Documents, including documents associated therewith until such time (aand except for so long) as Agent may agree at the determination request of the applicability Working Capital Banks to act for Issuing Bank with respect thereto; provided, however, that Issuing Bank shall have all of ineligibility criteria the benefits and immunities (i) provided to Agent in this Article IX with respect to any acts taken or omissions suffered by Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the calculation application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Agent” as used in this Article IX included Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to Issuing Bank. Prior to the Issuance of a Letter of Credit or upon the payment of any drawing on a Letter of Credit by Issuing Bank other than Agent, Issuing Bank shall provide written notice to Agent of the Borrowing Basedollar amount, (b) the making date of Agent Advances pursuant to Section 2.4(g) such Issuance of payment and (c) the exercise expiry date for such Letter of remedies pursuant to Section 10.2, and any action so taken or not taken Credit. Such Issuance shall be deemed consented subject to by the Lendersconsent of Agent. Such consent shall not result in the imposition of any liability upon Agent.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) SVIM as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the no Borrower shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained hereinin this Article 12 (except for the provisions of Section 12.10, 12.11(a), 12.11(b) and 12.18(d)). Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender Purchaser hereby irrevocably designates and appoints Xxxxx Fargo Bank, National Association as the “Agent” hereunder and authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document actions and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any Agent hereby and to exercise such other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained shall hold, in this Article XIII. The provisions of this Article XIII (other than Sections 13.9its name, 13.10(a) and 13.10(b)) are solely for the benefit of each Purchaser, the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries Purchase Interest of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed Agentsuch Purchaser. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement other Transaction Documents with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller. Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall the Agent ever be required to take any action which exposes the Agent to personal liability or which is contrary to the provision of any Transaction Document or applicable law. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other agent and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or otherwise exist against the Agent. (b) Except as expressly otherwise specifically provided in this Agreement, each Appointed the provisions of this Article VIII are solely for the benefit of the Agent and the Purchasers, and none of the Seller or any Servicer shall have and may use its sole discretion with respect to exercising any rights as a third-party beneficiary or refraining from exercising otherwise under any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability provisions of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and this Article VIII. (c) In performing its functions and duties hereunder, the exercise Agent shall act solely as the agent of remedies pursuant to Section 10.2, the Purchasers and any action so taken or does not taken assume nor shall be deemed consented to by have assumed any obligation or relationship of trust or agency with or for the LendersSeller or the Servicers or any of their successors and assigns.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower no Obligor shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in another Loan Document to which the Agent is a party, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents Documents, and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower no Obligor shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained herein, except with respect to the provisions of Sections 12.9, 12.10 and 12.11 to the extent such Sections provide rights or benefits to the Obligors. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 10.08) appoints and designates Bank of America to act on its behalf as the Administrative Agent hereunder and appoints authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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. Except The provisions of this Article are solely for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders, and the Borrower shall have rights as expressly otherwise a third party beneficiary of any of such provisions. (b) Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to act for such Issuing Lender with respect thereto; provided, however, that each Issuing Lender 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 Issuing Lender in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Agent”, as used in this Article X, included such Issuing Lender with respect to such acts or omissions, and (ii) as additionally provided in this Agreement, each Appointed Agent shall have and may use its sole discretion Agreement with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersIssuing Lender.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints the authorizes Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties hereunder as are expressly delegated to it Agent by the terms of this Agreement or any other Loan Documenthereof, together with such powers as are reasonably incidental thereto. Each Appointed Neither Agent agrees nor any of its affiliates, directors, officers, attorneys or employees shall (a) be liable for any action taken or omitted to act be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as such on the express conditions contained determined by a court of competent jurisdiction), or be responsible in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any manner to any of the provisions contained hereinLenders for the effectiveness, enforceability, genuineness, validity or due execution of this Agreement or any other Loan Documents, (b) be under any obligation to any Lender to ascertain or to inquire as to the performance or observance or any of the terms, covenants or conditions hereof or thereof on the part of Borrower or any other Company, or the financial condition of Borrower or any other Company, or (c) be liable to any of the Companies for consequential damages resulting from any breach of contract, tort or other wrong in connection with the negotiation, documentation, administration or collection of the Loans or Letters of Credit or any of the Loan Documents. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties duty or responsibilities, responsibility except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderLender 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement other Loan Documents with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender Bank, on its own behalf and, solely with respect to the designation and appointment of BNP Paribas as Collateral Agent under the Security Agreements, on behalf of each of its affiliates and each of its Indemnified Persons, hereby irrevocably (subject to Section 10.09) designates and appoints authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, Agents to take such action on its behalf and on behalf of such Persons under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent the Agents shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent the Agents have or be deemed to have any fiduciary relationship with any LenderBank, 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 any Appointed Agentthe Agents. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent the Agents 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 relationship, if any, between independent contracting parties. Except . (b) Each Issuing Bank shall act on behalf of the Banks with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as expressly otherwise the Administrative Agent may agree at the request of the Banks to act for such Issuing Bank with respect thereto; provided, however, that such Issuing Bank 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 Issuing Bank in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent,” as used in this Article X, included such Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided in this Agreement, each Appointed Agent shall have and may use its sole discretion Agreement with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Issuing Banks. Prior to the issuance of a Letter of Credit by an Issuing Bank other than the Administrative Agent, such Issuing Bank shall provide written notice to the Administrative Agent is expressly entitled to take or assert under this Agreement of the dollar amount, the date of such issuance and the other Loan Documents, including (a) expiry date of such Letter of Credit. Such issuance shall be subject to the determination consent of the applicability Administrative Agent. Such consent shall not result in the imposition of ineligibility criteria with respect to any liability upon the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersAdministrative Agent.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Silver Point as its agents Administrative Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Administrative Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Administrative Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Administrative Agent and the Lenders, Lenders and the Borrower Loan Parties shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed the Administrative Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Administrative Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein12. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender Buyer (in its capacity as a holder of Notes, each a “Note Holder”) hereby irrevocably appoints, designates and appoints the Agent and authorizes the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Transaction Document and to exercise such powers and perform such duties as are expressly delegated to it the Collateral Agent by the terms of this Agreement or any other Loan Transaction Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent Note Holder hereby acknowledges and agrees to act as such on that the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Collateral Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein, nor herein and in the other Transaction Documents. The Collateral Agent shall any Appointed Agent not have or be deemed to have any fiduciary relationship with any LenderNote Holder or any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Transaction Document or otherwise exist against any Appointed Agentthe Collateral Agent in such capacity. Without limiting the generality of the foregoing sentenceforegoing, the use of the term “agentCollateral Agent” herein and in this Agreement the other Transaction Documents with reference to any Appointed 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. Except as expressly otherwise provided in this AgreementThe permissive authorizations, each Appointed Agent shall have entitlements, powers and may use its sole discretion with respect rights (including the right to exercising request that the Company take an action or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement deliver a document and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant following an Event of Default (as defined in the Notes) as provided herein) granted to Section 10.2, the Collateral Agent herein shall not be construed as duties. The Collateral Agent shall not have any responsibility for interest or income on any funds held by it hereunder and any action funds so taken held shall be held uninvested pending distribution thereof. Whether or not taken explicitly set forth therein, the rights, powers, protections, immunities and indemnities granted to the Collateral Agent herein shall be deemed consented apply to any document entered into by the LendersCollateral Agent in connection with its role as Collateral Agent under the Transaction Documents. Except to the extent expressly provided otherwise herein, the Required Holders shall have the right to direct the Collateral Agent in all matters concerning the Transaction Documents.

Appointment and Authorization. Each Lender Bank hereby irrevocably designates and appoints KeyBank National Association as the Agent and the Collateral Agent (collectively, the “Appointed Agents”) of such Bank to act as its agents under specified in this Agreement and the other Loan Documents and each Lender such Bank hereby irrevocably authorizes each Appointed Agent, in its respective capacity, KeyBank National Association to take such action as the Agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties hereunder as are expressly delegated to it the Agent by the terms of this Agreement or any other Loan DocumentRelated Writing, together with such other powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on upon the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained hereinXII. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan DocumentAgreement, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth hereinin this Agreement, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderBank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into into, created by or arise under this Agreement or any other Loan Document Related Writing or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the Related Writings with reference to any Appointed 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. Except Subject to the provisions of Sections 12.03 and 12.11, the Agent shall administer the Loans in the same manner as expressly otherwise provided in it administers its own loans. The provisions of this Article XII are solely for the benefit of the Agent and the Banks, and neither the Borrower, the Parent nor any of their respective Subsidiaries shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement act solely as agent of the Banks and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) does not assume and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or shall not taken shall be deemed consented to by have assumed any obligation or relationship of agency or trust with or for the LendersBorrower, the Parent or their respective Subsidiaries.

Appointment and Authorization. (a) Each Lender Purchaser hereby irrevocably designates and appoints LaSalle Bank National Association as the “Agent” hereunder and authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document actions and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any Agent hereby and to exercise such other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained shall hold, in this Article XIII. The provisions of this Article XIII (other than Sections 13.9its name, 13.10(a) and 13.10(b)) are solely for the benefit of each Purchaser, the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries Purchase Interest of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed Agentsuch Purchaser. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement other Transaction Documents with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller. Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall the Agent ever be required to take any action which exposes the Agent to personal liability or which is contrary to the provision of any Transaction Document or applicable law. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other agent and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or otherwise exist against the Agent. (b) Except as expressly otherwise specifically provided in this Agreement, each Appointed the provisions of this Article VIII are solely for the benefit of the Agent and the Purchasers, and none of the Seller or any Servicer shall have and may use its sole discretion with respect to exercising any rights as a third-party beneficiary or refraining from exercising otherwise under any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability provisions of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and this Article VIII. (c) In performing its functions and duties hereunder, the exercise Agent shall act solely as the agent of remedies pursuant to Section 10.2, the Purchasers and any action so taken or does not taken assume nor shall be deemed consented to by have assumed any obligation or relationship of trust or agency with or for the LendersSeller or the Servicers or any of their successors and assigns.

Appointment and Authorization. (a) Each Lender Holder, on behalf of itself and its successors and assigns, hereby designates and irrevocably appoints the Agent and Gotham Green Admin 1, LLC to act on its behalf as the Collateral Agent (collectively, the “Appointed Agents”) as its agents hereunder and under this Agreement and the other Loan Documents Operative Documents, designates and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Operative 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 Operative Document, together with such powers as are reasonably incidental thereto. Each Appointed Without limiting the generality of the foregoing, each Holder hereby expressly authorizes the Collateral Agent agrees to act execute any and all documents (including releases) with respect to the Collateral and the rights of the Holders with respect thereto, as such on contemplated by and in accordance with the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents Agreement and the Lenders, Operative Documents and acknowledge and agree that any such action by the Borrower Collateral Agent shall have no rights as third party beneficiaries of any of the provisions contained hereinbind such Holder and its successors and assigns. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Operative Document, each Appointed the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Collateral Agent have or be deemed to have any fiduciary relationship with any Lendera Holder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Operative Document or otherwise exist against any Appointed the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Operative Documents with reference to any Appointed 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) Each Holder, on behalf of itself and its successors and assigns, (by acceptance of the benefits of the Operative Documents) hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of (and to hold any security interest created by the Operative Documents for and on behalf of or on trust for) such Holder for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by 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 shall be entitled to the benefits of all provisions of this Section 10.1 as if set forth in full herein with respect thereto. (c) Except as expressly otherwise provided in this AgreementARTICLE X (including Section 10.10), each Appointed Agent the provisions of this ARTICLE X (but not, for the avoidance of doubt, Section 10.10) are solely for the benefit of the Holders, and neither the Company nor any other Credit Party shall have rights as a third-party beneficiary of any of such provisions; provided, however that each Credit Party shall have the right to rely on the appointment and may use its authority granted to the Collateral Agent under this ARTICLE X to operate as the sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly and exclusive agent of each Holder and each Credit Party shall be entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2rely, and any action so taken or not taken shall be deemed consented to fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation by the LendersCollateral Agent as the consent or direction of any Holder.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and neither the Parent nor the Borrower shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 10.9) appoints, designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed neither Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed either Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed either Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed either Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable 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. Except . (b) Each Issuing Lender shall act on behalf of the U.S. Lenders with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as expressly otherwise the Administrative Agent may agree at the request of the Required U.S. Lenders to act for such Issuing Lender with respect thereto; provided, however, that each Issuing Lender 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 Issuing Lender in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Agent", as used in this Article X, included such Issuing Lender with respect to such acts or omissions, and (ii) as additionally provided in this Agreement, each Appointed Agent shall have and may use its sole discretion Agreement with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersIssuing Lender.

Appointment and Authorization. (a) Each member of the Lender Group hereby designates and irrevocably appoints SunTrust Bank as the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, it to take such action actions on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Administrative Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) together with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder or under the determination other Loan Documents by or through any one or more sub-agents or attorneys-in-fact appointed by the Administrative Agent. The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article shall apply to any such sub-agent, attorney-in-fact or Related Party and shall apply to their respective activities in connection with the syndication of the applicability credit facilities provided for herein as well as activities as the Administrative Agent. (b) Each Issuing Bank shall act on behalf of ineligibility criteria the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Lenders to act for such Issuing Bank with respect thereto; provided, that each Issuing Bank shall have all the benefits and immunities (i) provided to the Administrative Agent in this Article 10 with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Article 10 included such Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersIssuing Banks.

Appointment and Authorization. Each Lender hereby designates irrevocably appoints and appoints authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties hereunder as are expressly delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof, together with such powers as are reasonably incidental thereto. Each Appointed Neither the Administrative Agent agrees nor any of its affiliates, directors, officers, attorneys or employees shall (a) be liable for any action taken or omitted to act be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as such on determined by a final non‑appealable judgment of a court of competent jurisdiction), or be responsible in any manner to any of the express conditions contained in this Article XIII. The provisions Lenders for the effectiveness, enforceability, genuineness, validity or due execution of this Article XIII Agreement or any other Loan Documents, (other than Sections 13.9, 13.10(ab) and 13.10(b)) are solely for be under any obligation to any Lender to ascertain or to inquire as to the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries performance or observance of any of the provisions contained hereinterms, covenants or conditions hereof or thereof on the part of the Borrower or any other Company, or the financial condition of the Borrower or any other Company, or (c) be liable to any of the Companies for consequential damages resulting from any breach of contract, tort or other wrong in connection with the negotiation, documentation, administration or collection of the Loans or Letters of Credit or any of the Loan Documents. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Administrative Agent shall not have any duties duty or responsibilities, responsibility except those expressly set forth herein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderLender 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 any Appointed the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement other Loan Documents with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank of America as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIIIARTICLE XIV. The provisions of this Article XIII ARTICLE XIV (other than Sections 13.914.9, 13.10(a14.11(a), 14.11(c) and 13.10(b14.15(a)) are solely for the benefit of the Appointed Agents Agent and the Lenders, and the Borrower shall have no rights as third a third-party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.211.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 11.09) appoints, designates and appoints authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except . (b) 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 until such time and except for so long as expressly otherwise the Agent may agree at the request of the Required Lenders to act for the L/C Issuer with respect thereto; provided, however, that the L/C Issuer shall have all of the benefits and immunities (i) provided to the Agent in this Article XI with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Agent”, as used in this Article XI, included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and L/C Issuer. (c) The Agent is hereby authorized to negotiate and execute as Agent intercreditor and subordination agreements with third parties without the exercise prior consent of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by of the Lenders.

Appointment and Authorization. Each Lender and the Issuing Bank hereby appoints, designates and appoints authorizes Xxxxx Fargo as and to be the Administrative Agent of such Lender and the Collateral Agent (collectively, the “Appointed Agents”) as its agents Issuing Bank under this Agreement and under each of the other Loan Documents and each Lender hereby and the Issuing Bank irrevocably authorizes each Appointed Agent, in its respective capacity, the Administrative Agent to take such action on its behalf under and subject to the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderLender or the Issuing Bank, 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 in such capacity. Xxxxx Fargo in its capacity as “Sole Arranger” or “Sole Bookrunner” shall not have any Appointed Agent. Without limiting the generality of the foregoing sentenceright, the use of the term “agent” in this Agreement with reference to any Appointed Agent is not intended to connote any fiduciary power, obligation, responsibility, duty 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert liability under this Agreement other than those applicable to all Lenders (and in its separate capacities as the other Loan DocumentsSwingline Lender, including (aas the Issuing Bank and as the Administrative Agent) as such and, without limiting the determination of the applicability of ineligibility criteria foregoing, shall not have or be deemed to have any fiduciary relationship with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2any Lender. Each Lender acknowledges that it has not relied, and will not rely, on Xxxxx Fargo in its capacity as “Sole Arranger” or “Sole Bookrunner” in deciding to enter into this Agreement or in taking or not taking any action so taken or not taken shall be deemed consented to by the Lendershereunder.

Appointment and Authorization. Each Lender Bank hereby irrevocably designates and appoints KeyBank National Association as the Agent and the Collateral Agent (collectively, the “Appointed Agents”) of such Bank to act as its agents under specified in this Agreement and the other Loan Documents and each Lender such Bank hereby irrevocably authorizes each Appointed Agent, in its respective capacity, KeyBank National Association to take such action as the Agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties hereunder as are expressly delegated to it the Agent by the terms of this Agreement or any other Loan DocumentRelated Writing, together with such other powers as are reasonably incidental thereto. Each Appointed The Agent agrees to act as such on upon the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained hereinXII. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan DocumentRelated Writing, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth hereinin this Agreement or any Related Writing, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderBank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into into, created by or arise under this Agreement or any other Loan Document Related Writing or otherwise exist against any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the Related Writings with reference to any Appointed 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. Except Subject to the provisions of Sections 12.03 and 12.11 hereof, the Agent shall administer the Loans in the same manner as expressly otherwise provided in it administers its own loans. The provisions of this Article XII are solely for the benefit of the Agent and the Banks, and neither the Borrower, the Parent nor any of their respective Subsidiaries shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement act solely as agent of the Banks and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) does not assume and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or shall not taken shall be deemed consented to by have assumed any obligation or relationship of agency or trust with or for the LendersBorrower, the Parent or their respective Subsidiaries.

Appointment and Authorization. (a) Each Lender hereby designates appoints and appoints the authorizes each Agent to take such action as agent on its behalf and the Collateral Agent (collectively, the “Appointed Agents”) as its agents to exercise such powers under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties Notes as are expressly delegated to it such Agent by the terms of this Agreement hereof or any other Loan Documentthereof, together with all such powers as are reasonably incidental thereto. Each Appointed Agent agrees ; provided, however, that the Agents shall not commence any legal action or proceeding before a court of law on behalf of any Lender without such Lender’s prior consent. (b) The Issuing Lender shall act on behalf of the Lenders with respect to any Letter of Credit issued by it and the documents therewith until such time (and except for so long) as the Agents may agree at the request of the Required Lenders to act as such on for the express conditions contained Issuing Lender with respect thereto; provided, however, that the Issuing Lender shall have all of the benefits and immunities (i) provided to the Agents in this Article XIII. The provisions 7 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents Credit issued by it or proposed to be issued by it and the Lenders, application and the Borrower shall have no rights agreements for Letters of Credit as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of fully as if the term “agentAgent” as used in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion Article 7 included the Issuing Lender with respect to exercising such acts or refraining from exercising any discretionary omissions, and (ii) as additionally provided herein with respect the Issuing Lenders, subject in each case to the express limitations of Section 2.15 which limitations shall apply to the rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert and obligations of the Lenders and Issuing Lenders under this Agreement Article 7 to the same extent as such limitations apply to the rights and the other Loan Documents, including (a) the determination obligations of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances Company and Issuing Lenders pursuant to such Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders2.15.

Appointment and Authorization. (a) Each Lender providing a Loan hereby irrevocably (subject to Section 8.9) appoints, designates and appoints authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Financing Document to which it is a party and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any such other Loan Financing Document, together with such powers as are reasonably incidental thereto. . (b) Each Appointed of the Lenders authorizes the Administrative Agent to execute, deliver and perform each of the Financing Documents to which the Administrative Agent is or is intended to be a party and each Lender agrees to act as such on be bound by all of the express conditions agreements of the Administrative Agent contained in this Article XIII. The provisions of this Article XIII the Financing Documents. (other than Sections 13.9, 13.10(ac) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Financing Document, each Appointed the Administrative Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth hereinherein and in the other Financing Documents, nor and the Administrative Agent shall any Appointed Agent not have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Financing Document or otherwise exist against any Appointed the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term terms “agentAdministrative Agent” in this Agreement with reference to any Appointed the Administrative 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 terms are used merely as a matter of market custom, and is are intended to create or reflect only an administrative a relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each (a) Lender hereby designates and irrevocably appoints the Agent and Gotham Green Admin 1, LLC to act on its behalf as the Collateral Agent (collectively, the “Appointed Agents”) as its agents hereunder and under this Agreement and the other Loan Documents Transaction Agreements, designates and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document Transaction Agreement 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 DocumentTransaction Agreement, together with such powers as are reasonably incidental thereto. Each Appointed Without limiting the generality of the foregoing, the Lender hereby expressly authorizes the Collateral Agent agrees to act execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as such on contemplated by and in accordance with the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents Agreement and the Lenders, Security Documents and acknowledge and agree that any such action by the Borrower Collateral Agent shall have no rights as third party beneficiaries of any of bind the provisions contained hereinLender. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan DocumentTransaction Agreement, each Appointed the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Collateral Agent have or be deemed to have any fiduciary relationship with any the Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document Transaction Agreement or otherwise exist against any Appointed the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Transaction Agreements with reference to any Appointed 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) Each of the Secured Parties (by acceptance of the benefits of the Security Documents) hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of (and to hold any security interest created by the Security Documents for and on behalf of or on trust for) such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by 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 shall be entitled to the benefits of all provisions of this Article 24 as if set forth in full herein with respect thereto. (c) The Lender and each Secured Party (by acceptance of the benefits of the Security Documents) hereby (i) acknowledges that it has received a copy of the Intercreditor Agreement, (ii) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement to the extent then in effect, and (iii) authorizes and instructs the Collateral Agent to enter into the Intercreditor Agreement as Collateral Agent and on behalf of such Lender or Secured Party. (d) Except as expressly otherwise provided in this AgreementArticle 24, each Appointed Agent the provisions of this Article 24 are solely for the benefit of the Lender, and neither the Company nor any other Credit Party shall have and may use its sole discretion with respect to exercising or refraining from exercising rights as a third-party beneficiary of any discretionary rights or taking or refraining from taking any actions which of such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lendersprovisions.

Appointment and Authorization. (a) Each Lender hereby irrevocably designates and appoints (i) Bank of America, N.A. as the Administrative Agent and Collateral Agent for such Lender, (ii) Deutsche Bank Securities Inc., Bank of Montreal and PNC Bank, National Association as Co-Documentation Agents for such Lender, (iii) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxx Fargo Bank, National Association and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers for such Lender and (iv) JPMorgan Chase Bank, N.A. and Xxxxx Fargo Bank, National Association as Syndication Agent for such Lender, each to act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Credit 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 Credit Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Credit Document, each Appointed the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein. None of the Agents (other than the Administrative Agent and the Collateral Agent) shall have any rights, nor powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as a Lender, a Swingline Lender or an Issuing Bank hereunder. The Agents shall any Appointed Agent not have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against any Appointed Agentthe Agents. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Credit Documents with reference to any Appointed Agent the Agents 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, . (b) Each of the making Lenders (including in its capacity as a Secured Bank Product Provider) hereby further authorizes the Administrative Agent to enter into the Lender Loss Sharing Agreement, the Intercreditor Agreement, the 2016 Intercreditor Agreement (upon the refinancing of the Senior Notes (as defined in this Agreement as in effect on the Closing Date)), any Additional Intercreditor Agreement and any respective amendments thereto on behalf of such Lender. Without limiting the generality of the foregoing, each of the Lenders hereby authorizes and directs the Administrative Agent Advances pursuant to Section 2.4(g) bind each Lender to the actions required by such Lender under the terms of the Lender Loss Sharing Agreement, the Intercreditor Agreement and any Additional Intercreditor Agreement. (c) The provisions of this Section 12 (other than Sections 12.09 and 12.11) are solely for the exercise benefit of remedies pursuant to Section 10.2the Agents, the Lenders and the Issuing Banks, and the Borrowers shall not have rights as a third party beneficiary of any action so taken or not taken shall be deemed consented to by the Lendersof such provisions.

Appointment and Authorization. (a) Each Lender hereby irrevocably designates and appoints (i) AAC as Administrative Agent and Collateral Agent for such Lender, and (ii) AAC as Lead Arranger for such Lender, each to act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Credit 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 Credit Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Credit Document, each Appointed the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein. None of the Agents (other than the Administrative Agent and the Collateral Agent) shall have any rights, nor powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as a Lender hereunder. The Agents shall any Appointed Agent not have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against any Appointed Agentthe Agents. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Credit Documents with reference to any Appointed Agent the Agents 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, . (b) Each of the making of Lenders (including in its capacity as a Secured Hedge Provider) hereby further authorizes the Administrative Agent Advances pursuant to enter into any intercreditor agreement (including those contemplated by Section 2.4(g10.01(vi)) and any respective amendments thereto on behalf of such Lender. Without limiting the generality of the foregoing, each of the Lenders hereby authorizes and directs the Administrative Agent to bind each Lender to the actions required by such Lender under the terms of any intercreditor agreement (including those contemplated by Section 10.01(vi)). (c) The provisions of this Section 12 (other than Sections 12.09 and 12.11) are solely for the exercise benefit of remedies pursuant to Section 10.2the Agents, the Lenders and the Borrowers shall not have rights as a third party beneficiary of any action so taken or not taken shall be deemed consented to by the Lendersof such provisions.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Wxxxx Fargo as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIIISection Twelve. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) Section Twelve are solely for the benefit of the Appointed Agents Agent and the Lenders, and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilitiesresponsibilities to Lenders, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseAvailability, (b) the making of Agent Advances pursuant to Section 2.4(g) 2.2(i), and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by Lenders. Without limiting Section 11.1, Agent may, and each Lender authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Loan Documents and to enter into amendments, restatements, modifications and supplements to the Loan Documents entered into between Agent and one or more Borrowers or Guarantors from time to time to take any action contemplated or permitted by the terms of this Agreement. Any action taken by Agent in accordance with the provisions of the Loan Documents, and the exercise by Agent of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. Without limiting the generality of the foregoing, each Lender hereby authorizes each of Collateral Agent and Agent to enter into the Intercreditor Agreement and the Security Agreement (together with any joinders thereto and any amendments, modifications or supplements thereto to make conforming changes to the Loan Documents, resolve any ambiguities in Agent’s discretion and make corrective amendments thereto), and to take all actions contemplated by the Intercreditor Agreement and the Security Agreement.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 13.9) appoints, designates and appoints authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and Agreement, each other Loan Document and each other document executed by the Company in connection with this Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement Agreement, any other Loan Document or any other Loan Documentdocument executed by the Company in connection with this Agreement, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or Agreement, in any other Loan DocumentDocument or any other document executed by the Company in connection with this Agreement, each Appointed the Administrative Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or Agreement, any other Loan Document or any other document executed by the Company in connection with this Agreement or otherwise exist against any Appointed the Administrative Agent. Without limiting the generality . (b) The Issuer shall act on behalf of the foregoing sentence, Lenders with respect to all Letters of Credit and the use documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Lenders to act for the Issuer with respect thereto; provided that the Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 13 with respect to any acts taken or omissions suffered by the Issuer in connection with Letters of Credit issued or proposed to be issued by it and the Letter of Credit Applications and related documents as fully as if the term “agent” "Administrative Agent", as used in this Section 13, included the Issuer with respect to such acts or omissions and (ii) as additionally provided in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersIssuer.

Appointment and Authorization. (a) Each Lender hereby irrevocably appoints, designates and appoints authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document, each Appointed the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderLender 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 any Appointed the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Loan Documents with reference to any Appointed the Administrative 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent . (b) The Issuing Lender shall have and may use its sole discretion act on behalf of the Lenders with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement Letters of Credit issued by it and the other Loan Documentsdocuments associated therewith, including (a) and the determination Issuing Lender shall have all of the applicability benefits and immunities (i) provided to the Administrative Agent in this Article 12 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of ineligibility criteria 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 12 and in the definition of “Agent-Related Person” included the Issuing Lender with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersIssuing Lender.

Appointment and Authorization. Each Lender Note Holder hereby irrevocably appoints, designates and appoints authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Note Document and to exercise such powers and perform such duties as are expressly delegated to it the Agent by the terms of this Agreement or any other Loan Transaction Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent Note Holder hereby acknowledges and agrees to act as such on that the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein, nor herein and in the other Transaction Documents. The Agent shall any Appointed Agent not have or be deemed to have any fiduciary relationship with any LenderNote Holder or any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Transaction Document or otherwise exist against any Appointed Agentthe Agent in such capacity. Without limiting the generality of the foregoing sentenceforegoing, the use of the term “agent” herein and in this Agreement the other Transaction Documents with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this AgreementThe permissive authorizations, each Appointed Agent shall have entitlements, powers and may use its sole discretion with respect rights (including the right to exercising request that the Company take an action or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement deliver a document and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant following an Event of Default as provided herein) granted to Section 10.2, the Agent herein shall not be construed as duties. The Agent shall not have any responsibility for interest or income on any funds held by it hereunder and any action funds so taken held shall be held uninvested pending distribution thereof. Whether or not taken explicitly set forth therein, the rights, powers, protections, immunities and indemnities granted to the Agent herein shall be deemed consented apply to any document entered into by the LendersAgent in connection with its role as Agent under the Transaction Documents. Except to the extent expressly provided otherwise herein, the Required Holders shall have the right to direct the Agent in all matters concerning the Transaction Documents.

Appointment and Authorization. (a) Each Lender hereby irrevocably appoints, designates and appoints the authorizes Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on in its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Loan Documents with reference to any Appointed Administrative 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent . (b) Each Issuing Bank shall have and may use its sole discretion act on behalf of the Lenders with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement Letters of Credit issued by it and the other Loan Documentsdocuments associated therewith, including (a) the determination and such Issuing Bank shall have all of the applicability of ineligibility criteria benefits and immunities (i) provided to Administrative Agent in this Article 10 with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the calculation applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the Borrowing Baseterm “Administrative Agent” as used in this Article 10 and in the definition of “Agent-Related Person” included such Issuing Bank with respect to such acts or omissions, (b) the making of Agent Advances pursuant to Section 2.4(g) and (cii) the exercise of remedies pursuant as additionally provided herein with respect to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenderseach Issuing Bank.

Appointment and Authorization. Each Lender Investor hereby designates and appoints the Agent St. Cloud as Lead Lender and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby Investor irrevocably authorizes each Appointed Agent, in its respective capacity, the Lead Lender 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 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. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Lead Lender and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the Security Agreement, nor shall any Appointed the Lead Lender and Collateral Agent have or be deemed to have any fiduciary relationship with any LenderInvestor, 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 any Appointed the Lead Lender and Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Collateral Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2remedies, and any action so taken or not taken shall be deemed consented to by the LendersInvestors.

Appointment and Authorization. (a) Each Lender Bank and each Issuing Bank hereby irrevocably (subject to Section 10.9) appoints, designates and appoints authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees , including, without limitation, to act as such on enter into Cash Collateral Account Agreements from time to time in accordance with this Agreement, and to release funds to the express conditions contained Company in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(aaccordance with Section 1(b) and 13.10(b)) are solely for the benefit of the Appointed Agents and Cash Collateral Account Agreement and, if applicable, pursuant to an Officer's Certificate substantially in the Lenders, and the Borrower shall have no rights form attached thereto as third party beneficiaries of any of the provisions contained herein. Exhibit A. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any LenderBank or any Issuing Bank, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except . (b) Each Issuing Bank shall act on behalf of the Banks with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as expressly otherwise the Agent may agree at the request of the Majority Banks to act for such Issuing Bank with respect thereto; provided, however, that each Issuing Bank shall have all of the benefits and immunities (i) provided to the Agent in this Article X with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Agent," as used in this Article X, included such Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersIssuing Banks.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectivelyBankAmerica Business Credit, the “Appointed Agents”) Inc. as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIIIARTICLE 14. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) ARTICLE 14 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower Loan Parties shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including including, without limitation, (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseCombined Availability, (b) the making of Agent Advances pursuant to Section 2.4(g) SECTION 2.2(i), and (c) the exercise of remedies pursuant to Section 10.2SECTION 11.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably (subject to SECTION 13.9) appoints, designates and appoints authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any LenderBank, 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 any Appointed the Agent. Without limiting the generality . (b) Each Issuing Bank shall act on behalf of the foregoing sentence, Banks with respect to any Letters of Credit issued by it and the use documents associated therewith. Each Issuing Bank shall have all of the benefits and immunities (i) provided to the Agent in this SECTION 13 with respect to any acts taken or omissions suffered by such Issuing Bank 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” "Agent", as used in this SECTION 13, included such Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with reference respect to the Issuing Banks. (c) The Swing Line Bank shall have all of the benefits and immunities (i) provided to the Agent in this SECTION 13 with respect to any Appointed Agent is not intended acts taken or omissions suffered by the Swing Line Bank in connection with Swing Line Loans made or proposed to connote any fiduciary be made by it as fully as if the term "Agent", as used in this SECTION 13, included the Swing Line Bank with respect to such acts or other implied omissions and (or expressii) 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. Except as expressly otherwise additionally provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersSwing Line Bank.

Appointment and Authorization. (a) Each Lender hereby irrevocably appoints, designates and appoints authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act , including, without limitation, acting as such on the express conditions contained in this Article XIII. The provisions representative of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely each Secured Party for the benefit perfection of the Appointed Agents and Liens granted pursuant to the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained hereinCollateral Documents. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Administrative Agent. Without limiting the generality of the foregoing sentence, Notwithstanding the use of the term “agent” in this Agreement Administrative Agent”, the Administrative Agent’s legal relationship with reference the Lenders shall not be one of agency, it being understood and agreed to any Appointed by the Lenders that 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and contractor for the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, Lenders. (b) For the making sole purpose of the Ship Mortgages, the Administrative Agent Advances pursuant to Section 2.4(g) and (c) is hereby appointed as trustee for purposes of holding the exercise Ship Mortgages as mortgagee on behalf of remedies pursuant to Section 10.2the Lenders, and any action so taken or not taken shall be deemed consented the Administrative Agent hereby accepts such appointment as trustee and agrees to by act as mortgagee under the LendersShip Mortgages in such capacity.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably appoints, designates and appoints authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any LenderBank 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Loan Documents with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed Agent . (b) The Issuing Bank shall have and may use its sole discretion act on behalf of the Banks with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement Letters of Credit issued by it and the other Loan Documentsdocuments associated therewith, including (a) and the determination Issuing Bank shall have all of the applicability benefits and immunities (i) provided to the Agent in this Article X with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of ineligibility criteria 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 the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersIssuing Bank.

Appointment and Authorization. Each US Lender hereby designates redesignates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) reappoints Bank as its agents Administrative Agent under this Agreement and the other Loan Documents and each US Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Administrative Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Administrative Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Administrative Agent and the Lenders, US Lenders and the Borrower Credit Parties shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent the US Agents shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent the US Agents have or be deemed to have any fiduciary relationship with any US Lender, 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 any Appointed Agentthe US Agents. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed US 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. Except as expressly otherwise provided in this Agreement, each Appointed US Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed an Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the US Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender and each Lender Group hereby irrevocably designates and appoints Westdeutsche Landesbank Girozentrale, New York Branch, as the "Agent" under the Transaction Documents and authorizes the Agent to take such actions and to exercise such powers as are delegated to the Agent thereby and to exercise such other powers as are reasonably incidental thereto. The Agent shall hold, in its name, for the benefit of each Lender, the Loan Amount of the Lender. The Agent shall not have any duties other than those expressly set forth in the Transaction Documents or any fiduciary relationship with any Lender, and no implied obligations or liabilities shall be read into any Transaction Document, or otherwise exist, against the Agent. The Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Borrower (except as provided in Section 9.8(g)). Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall the Agent ever be required to take any action which exposes the Agent to personal liability or which is contrary to the provision of any Transaction Document or applicable law. (b) Each Lender hereby irrevocably designates and appoints the Agent and respective institution identified on the Collateral Agent applicable signature page hereto or in the related Transfer Supplement (collectively, the “Appointed Agents”as applicable) as its agents under this Agreement and the other Loan Documents Lender Agent hereunder, and each authorizes such Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it such Lender Agent by the terms of this Agreement or any other Loan DocumentAgreement, if any, together with such other powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan DocumentAgreement, each Appointed no Lender Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderLender or other Lender Agent or the Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed such Lender Agent. Without limiting the generality No Lender Agent assumes, nor shall it be deemed to have assumed, any obligation to, or relationship of the foregoing sentencetrust or agency with, the use of the term “agent” in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersBorrower.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 15.09) appoints, designates and appoints authorizes the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 DocumentAgreement, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan DocumentAgreement, each Appointed the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Administrative Agent. Without With- out limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Administrative Agent is not intended in- tended 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. Except . (b) The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as expressly otherwise the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Bank with respect thereto; provided that the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article XV with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit Issued by it or proposed to be Issued by it and the L/C Related Documents as fully as if the term "Administrative Agent", as used in this Article XV, included the Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and Issuing Bank. (c) Each of the exercise UK Lender, the Canadian Lender, the German Lender and the Swing Line Lender shall have all of remedies pursuant the benefits and immunities (i) provided to Section 10.2, and the Administrative Agent in this Article XV with respect to any action so acts taken or not taken shall omissions suffered by such Person in connection with UK Loans, Canadian Loans, German Loans and Swing Line Loans, as the case may be, made or proposed to be deemed consented made by it as fully as if the term "Administrative Agent", as used in this Article XV, included the UK Lender, the Canadian Lender, the German Lender and the Swing Line Lender, as the case may be, with respect to by such acts or omissions and (ii) as additionally provided in this Agreement with respect to the LendersUK Lender, the Canadian Lender, the German Lender and the Swing Line Lender.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Acquiom as its agents Agent under this Agreement and the other Loan Documents Documents, and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIIISection 14. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) Section 14 are solely for the benefit of the Appointed Agents Agent and the Lenders, and the Borrower Loan Parties shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.210(b), and any action so taken or not taken shall be deemed consented to by Lenders. Notwithstanding anything else to the Lenderscontrary herein, whenever reference is made in this Agreement or any other Loan Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction, reasonable satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by Agent (except for the Agent’s ability to waive the fee set forth in Section 13(b)(i) which shall be made in the Agent’s sole discretion), it is understood that in all cases that any such permissive rights shall not be construed as a duty and Agent shall be fully justified in failing or refusing to take any such action under this Agreement or the applicable Loan Document if it shall not have received such written instruction, advice or concurrence of the Required Lenders (or the other applicable level of lender consent required hereunder in connection with such action or inaction).

Appointment and Authorization. Each Lender hereby designates and appoints BankAmerica Business Credit, Inc. as the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIIISECTION 16. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) SECTION 16 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including including, without limitation, (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseAvailability, (b) the making of Agent Advances pursuant to Section 2.4(g) SECTION 2.2(I), and (c) the exercise of remedies pursuant to Section 10.2SECTION 13, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender Bank and each Issuing Bank hereby irrevocably (subject to Section 10.9) appoints, designates and appoints authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees , including, without limitation, to act as such on enter into Cash Collateral Account Agreements from time to time in accordance with this Agreement, and to release funds to the express conditions contained Company in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(aaccordance with Section 1(b) and 13.10(b)) are solely for the benefit of the Appointed Agents and Cash Collateral Account Agreement and, if applicable, pursuant to an Officer's Certificate substantially in the Lenders, and the Borrower shall have no rights form attached thereto as third party beneficiaries of any of the provisions contained herein. Exhibit A. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any LenderBank or any Issuing Bank, 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 any Appointed the Agent. Without limiting the generality of the foregoing 100 108 sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except . (b) Each Issuing Bank shall act on behalf of the Banks with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as expressly otherwise the Agent may agree at the request of the Majority Banks to act for such Issuing Bank with respect thereto; provided, however, that each Issuing Bank shall have all of the benefits and immunities (i) provided to the Agent in this Article X with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Agent," as used in this Article X, included such Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersIssuing Banks.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectivelyBankAmerica Business Credit, the “Appointed Agents”) Inc. as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII14. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 14 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower Acme Parties shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including including, without limitation, (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseCombined Availability, (b) the making of Agent Advances pursuant to Section 2.4(g) 2.2(i), and (c) the exercise of remedies pursuant to Section 10.211.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII14. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 14 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower Borrowers shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including including, without limitation, (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseCombined Availability, (b) the making of Agent Advances pursuant to Section 2.4(g) 2.2(i), and (c) the exercise of remedies pursuant to Section 10.211.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender Seller Party hereby irrevocably designates and appoints Seller Party Agent as the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents agent of such Seller Party under this Framework Agreement and each of the other Loan Documents Transaction Agreements, and each Lender hereby Seller Party irrevocably authorizes each Appointed Seller Party Agent, in its respective such capacity, to take such action on its behalf under the provisions of this Framework Agreement and each the other Loan Document Transaction Agreements and to exercise such powers and perform such duties as are expressly delegated to it Seller Party Agent by the terms of this Framework Agreement or any and the other Loan DocumentTransaction Agreements (including the power to execute and deliver Confirmations on behalf of the Seller in accordance with Article IV of this Framework Agreement and the Master Repurchase Agreement), together with such other powers as are reasonably incidental theretothereto to the extent permitted by applicable Law. Each Appointed Seller Party hereby further authorizes Seller Party Agent agrees to act as such on consent to amendments to this Framework Agreement. Without limiting the express conditions contained in this Article XIII. The provisions generality of this Article XIII (other than Sections 13.9the foregoing, 13.10(a) Seller Party Agent shall be responsible for maintaining and 13.10(b)) are solely the delivering Transaction Notices, Information Packages, Purchase Reports, and for the benefit receipt and distribution of Funded Purchase Price to the Appointed Agents Seller. Seller Party Agent hereby agrees that it will promptly deliver to the Seller copies of each Confirmation and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained hereinnotices or written information received by Seller Party Agent from Buyer in connection with any Transaction Agreement. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan DocumentFramework Agreement, each Appointed Seller Party Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any LenderSeller Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Framework Agreement or any other Loan Document or otherwise exist against any Appointed the Seller Party Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Co-Agent (collectively, the “Appointed Agents”) as its agents agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent and the Co-Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it them by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed of the Agent and the Co-Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent, the Co-Agent and the LendersLenders and, and the no Borrower Party shall have no any rights as a third party beneficiaries beneficiary of any of the provisions contained herein, nor shall anything contained in this Article 12 limit any rights set forth elsewhere in this Agreement the Borrower Parties have or may have against the Agent, the Co-Agent, any Bank Products Provider, any Lender, any Letter of Credit Issuer or any other Agent-Related Person. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed neither the Agent nor the Co-Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent or the Co-Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent or the Co-Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent or the Co-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. Except as expressly otherwise provided in this Agreement, each Appointed the Agent and the Co-Agent shall have and may use its their sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent or the Co-Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(j), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIIIARTICLE 12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) ARTICLE 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) SECTION 1.2(i), and (c) the exercise of remedies pursuant to Section 10.2SECTION 9.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIIIARTICLE 12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) ARTICLE 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g1.2(i) (Agent Advances), and (c) the exercise of remedies pursuant to Section 10.29.2 (Remedies), and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the CIT as its Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Collateral Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Collateral Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Collateral Agent and the Lenders, and the Borrower Borrowers shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed the Collateral Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Collateral Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, the Mxxxxx Borrowing Base and the RoadOne Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Secured Lender hereby designates and irrevocably appoints the Agent and Gotham Green Admin 1, LLC to act on its behalf as the Collateral Agent (collectively, the “Appointed Agents”) as its agents hereunder and under this Agreement and the other Loan Documents Transaction Agreements, designates and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document Transaction Agreement 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 DocumentTransaction Agreement, together with such powers as are reasonably incidental thereto. Each Appointed Without limiting the generality of the foregoing, each Secured Lender hereby expressly authorizes the Collateral Agent agrees to act execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Lenders with respect thereto, as such on contemplated by and in accordance with the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents Agreement and the Security Documents and acknowledge and agree that any such action by the Collateral Agent shall bind the Secured Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan DocumentTransaction Agreement, each Appointed the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document Transaction Agreement or otherwise exist against any Appointed the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in this Agreement the other Transaction Agreements with reference to any Appointed 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) Each of the Secured Lenders (by acceptance of the benefits of the Security Documents) hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of (and to hold any security interest created by the Security Documents for and on behalf of or on trust for) such Secured Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by 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 shall be entitled to the benefits of all provisions of this 0 as if set forth in full herein with respect thereto. (c) Except as expressly otherwise provided in this Agreement0, each Appointed Agent the provisions of this 0 are solely for the benefit of the Secured Lenders, and neither the Parent Company nor any other Credit Party shall have and may use its sole discretion with respect to exercising or refraining from exercising rights as a third-party beneficiary of any discretionary rights or taking or refraining from taking any actions which of such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lendersprovisions.

Appointment and Authorization. Each Lender hereby designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Bank as its agents Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Agent (subject to Section 12.21) to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed The Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents Agent and the Lenders, Lenders and the Borrower Borrowers shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Agent have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed the Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, each Appointed the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. (a) Each Lender Bank, on its own behalf and, solely with respect to the designation and appointment of Fortis as Collateral Agent under the Security Agreements, on behalf of each of its affiliates and each of its Indemnified Persons, hereby irrevocably (subject to Section 10.09) designates and appoints authorizes the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, Agents to take such action on its behalf and on behalf of such Persons under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent the Agents shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent the Agents have or be deemed to have any fiduciary relationship with any LenderBank, 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 any Appointed Agentthe Agents. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to any Appointed Agent the Agents 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. Except . (b) Each Issuing Bank shall act on behalf of the Banks with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as expressly otherwise the Administrative Agent may agree at the request of the Banks to act for such Issuing Bank with respect thereto; provided, however, that such Issuing Bank 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 Issuing Bank in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent,” as used in this Article X, included such Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided in this Agreement, each Appointed Agent shall have and may use its sole discretion Agreement with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Issuing Banks. Prior to the issuance of a Letter of Credit by an Issuing Bank other than the Administrative Agent, such Issuing Bank shall provide written notice to the Administrative Agent is expressly entitled to take or assert under this Agreement of the dollar amount, the date of such issuance and the other Loan Documents, including (a) expiry date of such Letter of Credit. Such issuance shall be subject to the determination consent of the applicability Administrative Agent. Such consent shall not result in the imposition of ineligibility criteria with respect to any liability upon the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the LendersAdministrative Agent.

Appointment and Authorization. Each Lender hereby designates and appoints each of the Agent and the Collateral Agent (collectively, the “Appointed Agents”) Agents as its agents agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIIIVIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) VIII are solely for the benefit of the Appointed Agents and the Lenders, Lenders and the Borrower Borrowers shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent the Agents shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent the Agents have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations obligations, or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Appointed Agentthe Agents. Without limiting the generality of the foregoing sentence, the use of the term “agentagents” in this Agreement with reference to any Appointed Agent the Agents 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria and other determinations with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) 2.05, and (c) the exercise of remedies pursuant to Section 10.2Article VII, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender Bank hereby irrevocably appoints, designates and appoints authorizes Xxxxxxx Xxxxx, as the Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents Agreement, and each Lender Bank hereby irrevocably authorizes each Appointed Agent, in its respective capacity, the Administrative Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Furthermore, each Bank hereby authorizes and appoints the Administrative Agent agrees as an agent (comisionista) under the terms of Articles 273 and 274 of the Mexican Commerce Code (Código de Comercio) to act execute, deliver and perform any Loan Document to which the Administrative Agent is a party, as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (well as any other than Sections 13.9document, 13.10(a) and 13.10(b)) are solely agreement or instrument necessary or convenient for the benefit delivery, perfection, execution and foreclosure of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained hereinLoan Documents or Lien that may be granted in connection with this Agreement. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank or any 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 any Appointed the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agentagents” herein and in this Agreement the other Loan Documents with reference to any Appointed 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

Appointment and Authorization. Each Lender hereby designates and appoints the Bank as its Administrative Agent and the Collateral Agent (collectively, the “Appointed Agents”) General Electric Capital Corporation as its agents Syndication Agent, in each case, under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agent, in its respective capacity, Agent to take such action on its behalf under the provisions of this Agreement 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 reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII12. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) 12 are solely for the benefit of the Appointed Agents and the Lenders, Lenders and the Borrower Loan Parties shall have no rights as a third party beneficiaries beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent neither of the Agents shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent either of the Agents have or be deemed to have any fiduciary relationship with any Lender, 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 any Appointed Agenteither of the Agents. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " in this Agreement with reference to any Appointed Agent either of the Agents 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. Except as expressly otherwise provided in this Agreement, each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) in the case of the Administrative Agent, the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing BaseBase of a Borrower or Foamex Canada, (b) in the case of the Administrative Agent, the making of Agent Advances pursuant to Section 2.4(g) 1.2(i), and (c) the exercise of remedies pursuant to Section 10.29.2, and any action so taken or not taken shall be deemed consented to by the LendersLenders (other than any action so taken or not taken constituting the gross negligence or willful misconduct of the Administrative Agent).

Appointment and Authorization. Each In order to expedite the transactions contemplated by this Agreement, each Lender hereby designates and Party irrevocably appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) to act on its behalf as its agents agent hereunder and under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes each Appointed Agentthe Agent (a) to sign and deliver other documents pursuant to or in connection with this Agreement including, in its respective capacitywithout limitation, the Security Documents and (b) to take such action actions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it the Agent by the terms of this Agreement or any other the Loan DocumentDocuments, together with such actions and powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the LendersLender Parties, and the Borrower Borrowers shall not have no rights as third third-party beneficiaries of any of the provisions contained hereinsuch provisions. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, each Appointed Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, It is understood 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 any Appointed Agent. Without limiting the generality of the foregoing sentence, agreed that the use of the term “agent” herein or in this Agreement any other Loan Documents (or any other similar term) with reference to any Appointed the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, 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. Except as The Agent is hereby expressly otherwise provided authorized by each Lender Party, without hereby limiting any implied authority, (i) to receive on behalf of the Lenders and the LC Issuing Banks all payments of principal and interest on the Loans, all payments in respect of LC Reimbursement Obligations and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender or LC Issuing Bank its proper share of each payment so received, (ii) to give notice on behalf of each of the Lender Parties to the Company of any Event of Default specified in this AgreementAgreement of which the Agent has actual knowledge acquired in connection with its agency hereunder, and (iii) to distribute to each Appointed Agent shall have Lender Party copies of all notices, financial statements and may use its sole discretion with respect other materials delivered by the Borrowers pursuant to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and or the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.4(g) and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to Documents as received by the LendersAgent.