Common use of Appointment Powers and Immunities; Delegation of Duties, Liability of Agents Clause in Contracts

Appointment Powers and Immunities; Delegation of Duties, Liability of Agents. 11.1.1 Each member of the Lender Group hereby designates and appoints Administrative Agent as its administrative agent under this Agreement and the other Loan Documents and Collateral Agent as its collateral agent under this Agreement and the other Loan Documents. Each member of the Lender Group hereby irrevocably authorizes each such 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 such Agent agrees to act as such on the express conditions contained in this Article 11. The provisions of this Article 11 are solely for the benefit of the Administrative Agent, Collateral Agent, and the Lenders. The Obligors shall have no rights as a third party beneficiary of any of the provisions contained herein; provided, however, that certain of the provisions of Section 11.13 hereof also shall be for the benefit of the Obligors. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, each such Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall each such Agent have or be deemed to have any fiduciary relationship with any other member of the Lender Group, 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 each such Agent; it being expressly understood and agreed that the use of the word "Agent" is for convenience only and that each such Agent is merely the representative of the other members of the Lender Group, and has only the contractual duties set forth in this Agreement and the other Loan Documents. Except as expressly otherwise provided in this Agreement, each such 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 Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. No member of the Lender Group shall have any right of action whatsoever against each such Agent as a result of such Agent acting or refraining from acting hereunder pursuant to such discretion and any action taken or failure to act pursuant to such discretion shall be binding on the Lender Group. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Administrative Agent or Collateral Agent, each of the members of the Lender Group agree that, as long as this Agreement remains in effect: (a) (i) Administrative Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Revolving Credit Loans, the

Appointment Powers and Immunities; Delegation of Duties, Liability of Agents. 11.1.1 (a) Each member of the Lender Group hereby irrevocably designates and appoints Administrative Agent GENERAL ELECTRIC CAPITAL CORPORATION as its administrative agent Collateral Agent under this Agreement and the other Loan Documents and Collateral GENERAL ELECTRIC CAPITAL CORPORATION as Administrative Agent as its collateral agent under this Agreement and the other Loan Documents. Each member of the Lender Group hereby irrevocably authorizes each such 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 such Agent agrees to act as such on the express conditions contained in this Article 11. The provisions of this Article 11 SECTION 13.01 are solely for the benefit of the Administrative AgentAgents and Lenders and no Credit Party nor any other Person, Collateral Agentother than permitted sub-agents, and the Lenders. The Obligors shall have no any rights as a third third-party beneficiary of any of the provisions contained herein; provided, however, that certain of the provisions of Section 11.13 hereof also shall be for the benefit of the Obligorshereof. Any provision to the contrary contained elsewhere in In performing its functions and duties under this Agreement or in any and the other Loan Document notwithstandingDocuments, each such Agent shall act solely as an agent of Lenders and does not have any duties or responsibilities, except those expressly set forth herein, nor assume and shall each such Agent have or not be deemed to have assumed any fiduciary obligation toward or relationship of agency or trust with or for any other member of the Lender Group, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Credit Party or any other Loan Document Person. No Agent shall have duties or otherwise exist against each such Agent; it being responsibilities except for those expressly understood and agreed that the use of the word "Agent" is for convenience only and that each such Agent is merely the representative of the other members of the Lender Group, and has only the contractual duties set forth in this Agreement and the other Loan Documents. Unless otherwise provided, each Agent may execute its functions and duties under this Agreement and the other Loan Documents by or through agents, employees or attorneys-in-fact and shall be entitled to the advice of counsel concerning all matters pertaining to such functions and duties. No Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct. The duties of each Agent shall be mechanical and administrative in nature and no Agent shall have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise, a fiduciary relationship in respect of any Lender. Except as expressly otherwise provided set forth in this Agreement, each such 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 Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. No member of the Lender Group , no Agent shall have any right of action whatsoever against each such Agent as a result duty to disclose, and shall not be liable for failure to disclose, any information relating to any Credit Party or any of such Credit Party’s Subsidiaries or any Account Debtor that is communicated to or obtained any Agent acting or refraining from acting hereunder pursuant any of its Affiliates in any capacity. No Agent nor any Agent’s Affiliates nor any Agent’s respective officers, directors, employees, agents or representatives shall be liable to such discretion and any Lender for any action taken or failure omitted to act pursuant to such discretion shall be binding on the Lender Group. Without limiting the generality of the foregoingtaken by it hereunder or under any other Loan Document, or of any other provision of the Loan Documents that provides rights in connection herewith or powers to Administrative Agent therewith, except for damages caused by its own gross negligence or Collateral Agent, each of the members of the Lender Group agree that, as long as this Agreement remains in effect: (a) (i) Administrative Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Revolving Credit Loans, thewillful misconduct.

Appointment Powers and Immunities; Delegation of Duties, Liability of Agents. 11.1.1 (a) Each member of Lender hereby irrevocably appoints and authorizes the Lender Group hereby designates and appoints Administrative Agent to act as its administrative agent Administrative Agent under this Credit Agreement and the other Loan Credit Documents and Collateral Agent as its collateral agent under this Agreement and the other Loan Documents. Each member of the Lender Group hereby irrevocably authorizes each such Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise with such powers and perform such duties discretion as are expressly specifically delegated to it the Administrative Agent by the terms of this Credit Agreement or any and the other Loan DocumentCredit Documents, together with such other powers as are reasonably incidental thereto. Each such The Administrative Agent agrees to act (which term as such on the express conditions contained used in this Article 11. The provisions sentence and in Section 10.5 and the first sentence of this Article 11 are solely for the benefit of the Administrative AgentSection 10.6 hereof shall include its Affiliates and its own and its Affiliates’ officers, Collateral Agentdirectors, employees, and the Lenders. The Obligors shall have no rights as a third party beneficiary of any of the provisions contained herein; provided, however, that certain of the provisions of Section 11.13 hereof also shall be for the benefit of the Obligors. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, each such Agent Administrative Agents): (a) shall not have any duties or responsibilities, responsibilities except those expressly set forth hereinin this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, nor shall each such Agent have statement, representation, or be deemed to have any fiduciary relationship warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other member document referred to or provided for in, or received by any of them under, any Credit Document, or for the Lender Groupvalue, and no implied covenantsvalidity, functionseffectiveness, responsibilitiesgenuineness, dutiesenforceability, obligations or liabilities shall be read into this Agreement sufficiency of any Credit Document, or any other Loan Document document referred to or otherwise exist against each such Agentprovided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; it being expressly understood and agreed that the use of the word "Agent" is (c) shall not be responsible for convenience only and that each such Agent is merely the representative of the other members of the Lender Group, and has only the contractual duties set forth in this Agreement and the other Loan Documents. Except as expressly otherwise provided in this Agreement, each such 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 Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. No member of the Lender Group shall have any right duty to ascertain, inquire into, or verify the performance or observance of action whatsoever against each such Agent as a result any covenants or agreements by any Credit Party or the satisfaction of such Agent acting any condition or refraining from acting hereunder pursuant to such discretion inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or failure omitted to act pursuant to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such discretion shall be binding on the Lender Groupagents or attorneys-in-fact selected by it with reasonable care. Without limiting the generality of the foregoingforegoing sentence, the use of the term “agent” herein and in the other Credit Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any other provision applicable Law. Instead, such term is used merely as a matter of the Loan Documents that provides rights market custom, and is intended to create or powers to Administrative Agent or Collateral Agent, each of the members of the Lender Group agree that, as long as this Agreement remains in effect: (a) (i) Administrative Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Revolving Credit Loans, thereflect only an administrative relationship between independent contracting parties.

Appointment Powers and Immunities; Delegation of Duties, Liability of Agents. 11.1.1 (a) Each member of the DIP Lender Group hereby irrevocably designates and appoints Viriathus Services LLC Series as Administrative Agent and as its administrative agent under this Agreement and the other Loan Documents and Collateral Agent as its collateral agent under this Agreement and the other Loan Documents. Each member of the DIP Lender Group hereby irrevocably authorizes each such Agent to take such action on its such DIP Lender’s 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 such Agent agrees to act as such on the express conditions contained in this Article 11ARTICLE XII. The provisions of this Article 11 ARTICLE XII are solely for the benefit of the Administrative Agent, the Collateral Agent, Agent and the DIP Lenders. The Obligors Neither Borrowers nor any other Persons shall have no any rights or benefits under this ARTICLE XII whether as third-party beneficiaries or otherwise, save and except only Borrowers’ right to consent to a third party beneficiary of any of successor Agent to the provisions contained herein; provided, however, that certain of the provisions of extent provided under Section 11.13 hereof also shall be for the benefit of the Obligors12.08. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, each such (i) no Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor (ii) no Agent has, shall each such Agent have or be deemed to have any fiduciary relationship with any other member of the Lender GroupDIP Lender, and (iii) no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against each such any Agent; , and (iv) it being is expressly understood understood, acknowledged and agreed that the use of the word "“Agent" ” is for convenience only and that each such Agent is merely the representative of the other members of the Lender GroupDIP Lenders, and has only the contractual duties set forth in this Agreement and the other Loan Documents. Except as expressly otherwise provided in this Agreement, each such 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 Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. No member of the DIP Lender Group shall have any right of action whatsoever against each such Agent as a result of such Agent acting or refraining from acting hereunder pursuant to such discretion and any action taken or failure to act pursuant to such discretion shall be binding on the Lender GroupDIP Lenders. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to the Administrative Agent or the Collateral Agent, each of the members of the DIP Lender Group agree agrees that, as long as this Agreement remains in effect: (ai) (iA) the Administrative Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Revolving Credit DIP Loans, thethe Collections and related matters and (B) the Collateral Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Collateral and related matters; (ii) the Collateral Agent shall have the right to execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents; (iii) the Agents shall have the right to exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (iv) the Collateral Agent shall have the right to open and maintain such bank accounts and lock boxes as the Collateral Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collections and the Collateral; (v) (A) the Administrative Agent shall have the right to perform, exercise, and enforce any and all other rights and remedies of the DIP Lenders with respect to Borrowers, the Obligations, the Collections, or otherwise related to any of same as provided in the Loan Documents and (B) the Collateral Agent shall have the right to perform, exercise, and enforce any and all other rights and remedies of the DIP Lenders with respect to Borrowers, the Obligations, the Collateral, or otherwise related to any of the same as provided in the Loan Documents; and (vi) each of the Agents shall have the right to incur and pay such fees, charges, and expenses under the Loan Documents as such Agent reasonably may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents. The Administrative Agent may deem and treat the payee of any Obligation as the holder thereof for all purposes of the Loan Documents unless and until a notice of the assignment or transfer of such Obligation that is in accordance with the provisions of this Agreement shall have been filed with the Administrative Agent. Each DIP Lender further consents to (x) the execution, delivery, and performance by the Administrative Agent or the Collateral Agent of each Loan Document entered into by such Agent on behalf of the DIP Lenders as contemplated by this Agreement, and (y) the terms of such Loan Documents.

Appointment Powers and Immunities; Delegation of Duties, Liability of Agents. 11.1.1 (a) Each member of the Lender Group hereby irrevocably designates and appoints XXXXXX XXXXXXX SENIOR FUNDING, INC. as Administrative Agent as its administrative agent under this Agreement and the other Loan Documents and Collateral Agent as its collateral agent under this Agreement and the other Loan Documents. Each member of the Lender Group hereby irrevocably authorizes each such XXXXXX XXXXXXX & CO. INCORPORATED as Collateral Agent to take such action on its behalf under the provisions of this Agreement and each the 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 such Agent agrees to act as such on the express conditions contained in this Article 11Documents. The provisions of this Article 11 SECTION 13.01 are solely for the benefit of the Administrative AgentAgents and Lenders and no Credit Party nor any other Person, Collateral Agentother than permitted sub-agents, and the Lenders. The Obligors shall have no any rights as a third third-party beneficiary of any of the provisions contained herein; provided, however, that certain of the provisions of Section 11.13 hereof also shall be for the benefit of the Obligorshereof. Any provision to the contrary contained elsewhere in In performing its functions and duties under this Agreement or in any and the other Loan Document notwithstandingDocuments, each such Agent shall act solely as an agent of Lenders and does not have any duties or responsibilities, except those expressly set forth herein, nor assume and shall each such Agent have or not be deemed to have assumed any fiduciary obligation toward or relationship of agency or trust with or for any other member of the Lender Group, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Credit Party or any other Loan Document Person. No Agent shall have duties or otherwise exist against each such Agent; it being responsibilities except for those expressly understood and agreed that the use of the word "Agent" is for convenience only and that each such Agent is merely the representative of the other members of the Lender Group, and has only the contractual duties set forth in this Agreement and the other Loan Documents. Unless otherwise provided, each Agent may execute its functions and duties under this Agreement and the other Loan Documents by or through agents, employees or attorneys-in-fact and shall be entitled to the advice of counsel concerning all matters pertaining to such functions and duties. No Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct. The duties of each Agent shall be mechanical and administrative in nature and no Agent shall have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise, a fiduciary relationship in respect of any Lender. Except as expressly otherwise provided set forth in this Agreement, each such 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 Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. No member of the Lender Group , no Agent shall have any right of action whatsoever against each such Agent as a result duty to disclose, and shall not be liable for failure to disclose, any information relating to any Credit Party or any of such Credit Party’s Subsidiaries or any Account Debtor that is communicated to or obtained any Agent acting or refraining from acting hereunder pursuant any of its Affiliates in any capacity. No Agent nor any Agent’s Affiliates nor any Agent’s respective officers, directors, employees, agents or representatives shall be liable to such discretion and any Lender for any action taken or failure omitted to act pursuant to such discretion shall be binding on the Lender Group. Without limiting the generality of the foregoingtaken by it hereunder or under any other Loan Document, or of any other provision of the Loan Documents that provides rights in connection herewith or powers to Administrative Agent therewith, except for damages caused by its own gross negligence or Collateral Agent, each of the members of the Lender Group agree that, as long as this Agreement remains in effect: (a) (i) Administrative Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Revolving Credit Loans, thewillful misconduct.

Appointment Powers and Immunities; Delegation of Duties, Liability of Agents. 11.1.1 (a) Each member of the Lender Group hereby irrevocably designates and appoints Xxxxxx Xxxxxxx Senior Funding, Inc. as Administrative Agent as its administrative agent under this Agreement and the other Loan Documents and Xxxxxx Xxxxxxx & Co., Incorporated as its Collateral Agent as its collateral agent under this Agreement and the other Loan Documents. Each member of the Such Lender Group hereby irrevocably authorizes each such Agent to take such action on its such Lender’s 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 such Agent agrees to act as such on the express conditions contained in this Article 11XIII. The provisions of this Article 11 XIII are solely for the benefit of the Administrative Agent, the Collateral Agent, Agent and the Lenders. The Obligors Neither the Borrower nor any other Persons shall have no any rights as a third third-party beneficiary beneficiaries of any of the provisions contained herein; provided, however, that certain of the provisions of right to consent to a successor Agent as provided under Section 11.13 hereof 13.08 also shall be for the benefit of the ObligorsBorrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, each such Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall each such Agent have or be deemed to have any fiduciary relationship with any other member of the Lender Group, 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 each such Agent; it being expressly understood and agreed that the use of the word "“Agent" ” is for convenience only and that each such Agent is merely the representative of the other members of the Lender GroupLenders, and has only the contractual duties set forth in this Agreement and the other Loan Documents. Except as expressly otherwise provided in this Agreement, each such 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 Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. No member of the Lender Group shall have any right of action whatsoever against each such Agent as a result of such Agent acting or refraining from acting hereunder pursuant to such discretion and any action taken or failure to act pursuant to such discretion shall be binding on the Lender GroupLenders. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to the Administrative Agent or the Collateral Agent, each of the members of the Lender Group agree agrees that, as long as this Agreement remains in effect: (ai) (iA) the Administrative Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Revolving Credit Loans, thethe Collections and related matters and (B) the Collateral Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Collateral and related matters; (ii) the Collateral Agent shall have the right to execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, ­NY12534:166729.34

Appointment Powers and Immunities; Delegation of Duties, Liability of Agents. 11.1.1 (a) Each member of the Lender Group hereby designates and appoints Administrative Agent GCF as its administrative agent under this Agreement and the other Loan Documents and Collateral Agent as its collateral agent under this Agreement and the other Loan Documents. Each member of the Such Lender Group hereby irrevocably authorizes each such Agent to take such action on its such Lender's 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 such Agent agrees to act as such on the express conditions contained in this Article 11ARTICLE XIII. The provisions of this Article 11 ARTICLE XIII are solely for the benefit of the Administrative Agent, the Collateral Agent, Agent and the Lenders. The Obligors Neither the Borrower nor any other Persons shall have no any rights as a third party beneficiary beneficiaries of any of the provisions contained herein; providedPROVIDED, howeverHOWEVER, that certain of the provisions of Section 11.13 hereof right to consent to a successor Agent as provided under SECTION 13.08 also shall be for the benefit of the ObligorsBorrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, each such Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall each such Agent have or be deemed to have any fiduciary relationship with any other member of the Lender Group, Lenders 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 each such Agent; it being expressly understood and agreed that the use of the word "Agent" is for convenience only and that each such Agent is merely the representative of the other members of the Lender GroupLenders, and has only the contractual duties set forth in this Agreement and the other Loan Documents. Except as expressly otherwise provided in this Agreement, each such 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 Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. No member of the Lender Group shall have any right of action whatsoever against each such Agent as a result of such Agent acting or refraining from acting hereunder pursuant to such discretion and any action taken or failure to act pursuant to such discretion shall be binding on the Lender Group. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Administrative Agent or Collateral Agent, each of the members of the Lender Group agree that, as long as this Agreement remains in effect: (a) (i) Administrative Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Revolving Credit Loans, the

Appointment Powers and Immunities; Delegation of Duties, Liability of Agents. 11.1.1 (a) Each member of the Lender Group and each L/C Issuer hereby irrevocably designates and appoints Administrative Agent GENERAL ELECTRIC CAPITAL CORPORATION as its administrative agent Collateral Agent under this Agreement and the other Loan Documents and Collateral GENERAL ELECTRIC CAPITAL CORPORATION as Administrative Agent as its collateral agent under this Agreement and the other Loan Documents. Each member of the Lender Group hereby irrevocably authorizes each such 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 such Agent agrees to act as such on the express conditions contained in this Article 11. The provisions of this Article 11 SECTION 13.01 are solely for the benefit of the Administrative AgentAgents, Collateral Agentthe L/C Issuers and Lenders and no Credit Party nor any other Person, and the Lenders. The Obligors other than permitted sub-agents, shall have no any rights as a third third-party beneficiary of any of the provisions contained herein; provided, however, that certain of the provisions of Section 11.13 hereof also shall be for the benefit of the Obligorshereof. Any provision to the contrary contained elsewhere in In performing its functions and duties under this Agreement or in any and the other Loan Document notwithstandingDocuments, each such Agent shall act solely as an agent of Lenders and the L/C Issuers and does not have any duties or responsibilities, except those expressly set forth herein, nor assume and shall each such Agent have or not be deemed to have assumed any fiduciary obligation toward or relationship of agency or trust with or for any other member of the Lender Group, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Credit Party or any other Loan Document Person. No Agent shall have duties or otherwise exist against each such Agent; it being responsibilities except for those expressly understood and agreed that the use of the word "Agent" is for convenience only and that each such Agent is merely the representative of the other members of the Lender Group, and has only the contractual duties set forth in this Agreement and the other Loan Documents. Unless otherwise provided, each Agent may execute its functions and duties under this Agreement and the other Loan Documents by or through agents, employees or attorneys-in-fact and shall be entitled to the advice of counsel concerning all matters pertaining to such functions and duties. No Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct. The duties of each Agent shall be mechanical and administrative in nature and no Agent shall have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise, a fiduciary relationship in respect of any Lender or any L/C Issuer. Except as expressly otherwise provided set forth in this Agreement, each such 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 Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. No member of the Lender Group , no Agent shall have any right of action whatsoever against each such Agent as a result duty to disclose, and shall not be liable for failure to disclose, any information relating to any Credit Party or any of such Credit Party’s Subsidiaries or any Account Debtor that is communicated to or obtained any Agent acting or refraining from acting hereunder pursuant any of its Affiliates in any capacity. No Agent nor any Agent’s Affiliates nor any Agent’s respective officers, directors, employees, agents or representatives shall be liable to such discretion and any Lender or any L/C Issuer for any action taken or failure omitted to act pursuant to such discretion shall be binding on the Lender Group. Without limiting the generality of the foregoingtaken by it hereunder or under any other Loan Document, or of any other provision of the Loan Documents that provides rights in connection herewith or powers to Administrative Agent therewith, except for damages caused by its own gross negligence or Collateral Agent, each of the members of the Lender Group agree that, as long as this Agreement remains in effect: (a) (i) Administrative Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Revolving Credit Loans, thewillful misconduct.

Appointment Powers and Immunities; Delegation of Duties, Liability of Agents. 11.1.1 (a) Each member of the Lender Group hereby designates and appoints Administrative Agent as its administrative agent under this Agreement and the other Loan Documents and Collateral Agent as its collateral agent under this Agreement and the other Loan Documents. Each member of the Lender Group hereby irrevocably authorizes each such 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 such Agent agrees to act as such on the express conditions contained in this Article 11. X. The provisions of this Article 11 X are solely for the benefit of the Administrative Agent, Collateral Agent, and the Lenders. The Obligors Borrower shall not have no any rights as a third party beneficiary of any of the provisions contained herein; provided, however, that certain of the provisions of Section 11.13 10.13 hereof also shall be for the benefit of the ObligorsBorrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, each such Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall each such Agent have or be deemed to have any fiduciary relationship with any other member of the Lender Group, 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 each such Agent; it being expressly understood and agreed that the use of the word "Agent" is for convenience only and that each such Agent is merely the representative of the other members of the Lender Group, and has only the contractual duties set forth in this Agreement and the other Loan Documents. Except as expressly otherwise provided in this Agreement, each such 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 Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. No member of the Lender Group shall have any right of action whatsoever against each such Agent as a result of such Agent acting or refraining from acting hereunder pursuant to such discretion and any action taken or failure to act pursuant to such discretion shall be binding on the Lender Group. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Administrative Agent or Collateral Agent, each of the members of the Lender Group agree that, as long as this Agreement remains in effect: (a) (i) Administrative Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Revolving Credit Loans, theotherwise

Appointment Powers and Immunities; Delegation of Duties, Liability of Agents. 11.1.1 Each member of the (a) The Lender Group hereby designates and appoints Administrative Agent as its administrative agent under this Agreement and the other Loan Documents and Collateral Agent as its collateral agent under this Agreement and the other Loan Documents. Each member of the The Lender Group hereby irrevocably authorizes each such Agent to take such action on its the Lender's 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 such Agent agrees to act as such on the express conditions contained in this Article 11XIII. The provisions of this Article 11 XIII are solely for the benefit of the Administrative Agent, Collateral Agent, and the Lenders. The Obligors Borrower shall not have no any rights as a third party beneficiary of any of the provisions contained herein; provided, however, that certain of the provisions of Section 11.13 13.13 hereof also shall be for the benefit of the ObligorsBorrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, each such Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall each such Agent have or be deemed to have any fiduciary relationship with any other member of the Lender Group, Lenders 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 each such Agent; it being expressly understood and agreed that the use of the word "Agent" is for convenience only and that each such Agent is merely the representative of the other members of the Lender GroupLenders, and has only the contractual duties set forth in this Agreement and the other Loan Documents. Except as expressly otherwise provided in this Agreement, each such 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 Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. No member of the Lender Group shall have any right of action whatsoever against each such Agent as a result of such Agent acting or refraining from acting hereunder pursuant to such discretion and any action taken or failure to act pursuant to such discretion shall be binding on the Lender GroupLenders. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Administrative Agent or Collateral Agent, each of the members of the Lender Group Lenders agree that, as long as this Agreement remains in effect: (ai) (iA) Administrative Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Revolving Credit Loans, thethe Letter of Credit Accommodations, the Collections, and related matters, and (B) Collateral Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Collateral and related matters; (ii) Collateral Agent shall have the right to execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents; (iii) Administrative Agent shall have the right to make the Loans and the Letter of Credit Accommodations, for itself or on behalf of the applicable Lenders as provided in the Loan Documents; (iv) Administrative Agent shall have the right to exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (v) Administrative Agent shall have the right to open and maintain such bank accounts and lock boxes as Administrative Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collections and, on behalf of Collateral Agent, the Collateral; (vi) (A) Administrative Agent shall have the right to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to Borrower, the Obligations, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (B) Collateral Agent shall have the right to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to Borrower, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents; and (vii) Administrative Agent and Collateral Agent each shall have the right to incur and pay such fees, charges, and expenses under the Loan Documents as such Agent reasonably may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents. Administrative Agent may deem and treat the payee of any Obligation as the holder thereof for all purposes of the Loan Documents unless and until a notice of the assignment or transfer of such Obligation shall have been filed with Administrative Agent. Each Lender further consents to (y) the execution, delivery, and performance by Administrative Agent or Collateral Agent of each Loan Document entered into by such Agent on behalf of the Lenders as contemplated by this Agreement, and (z) the terms of such Loan Documents.

Appointment Powers and Immunities; Delegation of Duties, Liability of Agents. 11.1.1 (a) Each member of the Lender Group hereby irrevocably designates and appoints Guggenheim Corporate Funding, LLC as Administrative Agent as its administrative agent under this Agreement and the other Loan Documents and as its Collateral Agent as its collateral agent under this Agreement and the other Loan Documents. Each member of the Such Lender Group hereby irrevocably authorizes each such 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 such Agent agrees to act as such on the express conditions contained in this Article 11XII. The provisions of this Article 11 XII are solely for the benefit of the Administrative Agent, the Collateral Agent, Agent and the Lenders. The Obligors Neither the Borrower nor any other Persons shall have no any rights as a third third-party beneficiary beneficiaries of any of the provisions contained herein; provided, however, that certain of the provisions of right to consent to a successor Agent as provided under Section 11.13 hereof 12.08 also shall be for the benefit of the ObligorsBorrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, each such Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Loan Documents, nor shall each such Agent have or be deemed to have any fiduciary relationship with any other member of the Lender Group, 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 each such Agent; it being expressly understood and agreed that the use of the word "“Agent" ” is for convenience only and that each such Agent is merely the representative of the other members of the Lender GroupLenders, and has only the contractual duties set forth in this Agreement and the other Loan Documents. Except as expressly otherwise provided in this Agreement, each such Agent shall have and may use its sole discretion good faith business judgment with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. No member of the Lender Group shall have any right of action whatsoever against each such Agent as a result of such Agent acting or refraining from acting hereunder pursuant to such discretion good faith business judgment and any action taken or failure to act pursuant to such discretion shall be binding on the Lender GroupLenders. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to the Administrative Agent or the Collateral Agent, each of the members of the Lender Group agree agrees that, as long as this Agreement remains in effect: (ai) (iA) the Administrative Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Revolving Credit Loans, thethe Collections and related matters and (B) the Collateral Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Collateral and related matters; (ii) the Collateral Agent shall have the right to execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents; (iii) the Agents shall have the right to exclusively receive, apply and distribute the Collections as provided in the Loan Documents; (iv) the Collateral Agent shall have the right to open and maintain such bank accounts and lock boxes as the Collateral Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collections and the Collateral; (v) except as otherwise set forth herein (A) the Administrative Agent shall have the right to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Borrower, the Obligations, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (B) the Collateral Agent shall have the right to perform, exercise and enforce any and all other rights and remedies of the Lenders with respect to the Borrower, the Obligations, the Collateral or otherwise related to any of the same as provided in the Loan Documents; and (vi) each of the Agents shall have the right to incur and pay such fees, charges and expenses under the Loan Documents as such Agent reasonably may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents. The Administrative Agent may deem and treat the payee of any Obligation as the holder thereof for all purposes of the Loan Documents unless and until a notice of the assignment or transfer of such Obligation shall have been filed with the Administrative Agent. Each Lender further consents to (y) the execution, delivery and performance by the Administrative Agent or the Collateral Agent of each Loan Document entered into by such Agent on behalf of the Lenders as contemplated by this Agreement and (z) the terms of such Loan Documents.

Appointment Powers and Immunities; Delegation of Duties, Liability of Agents. 11.1.1 (a) Each member of the Lender Group hereby designates and appoints BNY as its Administrative Agent as its administrative agent under this Agreement and the other Loan Documents and as its Collateral Agent as its collateral agent under this Agreement and the other Loan Documents. Each member of Revolving Lender hereby designates and appoints BNY as its Administrative Agent under this Agreement and the other Loan Documents. Such Lender Group hereby irrevocably authorizes each such Agent to take such action on its such Lender’s 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 such Agent agrees to act as such on the express conditions contained in this Article 11XV. The provisions of this Article 11 XV are solely for the benefit of the Administrative Agent, the Collateral Agent, the Administrative Agent and the Lenders. The Obligors Neither the Borrower nor any other Persons shall have no any rights as a third party beneficiary beneficiaries of any of the provisions contained herein; provided, however, that certain of the provisions of right to consent to a successor Agent as provided under Section 11.13 hereof 15.08 also shall be for the benefit of the ObligorsBorrower. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, each such Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall each such Agent have or be deemed to have any fiduciary relationship with any other member of the Lender Group, 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 each such Agent; it being expressly understood and agreed that the use of the word "“Agent" ” is for convenience only and that each such Agent is merely the representative of the other members of the Lender GroupLenders, and has only the contractual duties set forth in this Agreement and the other Loan Documents. Except as expressly otherwise provided in this Agreement, each such 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 Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. No member of the Lender Group shall have any right of action whatsoever against each such Agent as a result of such Agent acting or refraining from acting hereunder pursuant to such discretion and any action taken or failure to act pursuant to such discretion shall be binding on the Lender Group. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Administrative Agent or Collateral Agent, each of the members of the Lender Group agree that, as long as this Agreement remains in effect: (a) (i) Administrative Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Revolving Credit Loans, thehave

Appointment Powers and Immunities; Delegation of Duties, Liability of Agents. 11.1.1 Each member of the Lender Group (a) The Lenders hereby designates designate and appoints appoint Administrative Agent as its administrative agent under this Agreement and the other Loan Documents and Collateral Agent as its collateral agent under this Agreement and the other Loan Documents. Each member of the Lender Group The Lenders hereby irrevocably authorizes authorize each such Agent to take such action on its the Lenders' 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 such Agent agrees to act as such on the express conditions contained in this Article 11XIII. The provisions of this Article 11 XIII are solely for the benefit of the Administrative Agent, Collateral Agent, and the Lenders. The Obligors Borrowers shall not have no any rights as a third party beneficiary of any of the provisions contained herein; provided, however, that certain of the provisions of Section 11.13 hereof also shall be for the benefit of the Obligors. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, each such Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, nor shall each such Agent have or be deemed to have any fiduciary relationship with any other member of the Lender Group, Lenders 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 each such Agent; it being expressly understood and agreed that the use of the word "Agent" is for convenience only and that each such Agent is merely the representative of the other members of the Lender GroupLenders, and has only the contractual duties set forth in this Agreement and the other Loan Documents. Except as expressly otherwise provided in this Agreement, each such 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 Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. No member of the Lender Group shall have any right of action whatsoever against each such Agent as a result of such Agent acting or refraining from acting hereunder pursuant to such discretion and any action taken or failure to act pursuant to such discretion shall be binding on the Lender GroupLenders. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Administrative Agent or Collateral Agent, each of the members of the Lender Group Lenders agree that, as long as this Agreement remains in effect: (ai) (iA) Administrative Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Revolving Credit Loans, thethe Collections, and related matters, and (B) Collateral Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Collateral and related matters; (ii) Collateral Agent shall have the right to execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, and other written agreements with respect to the Loan Documents; (iii) Administrative Agent shall have the right to make the Loans, for itself or on behalf of the applicable Lenders as provided in the Loan Documents; (iv) Administrative Agent shall have the right to exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (v) Administrative Agent shall have the right to open and maintain such bank accounts and lock boxes as Administrative Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collections and, on behalf of Collateral Agent, the Collateral; (vi) (A) Administrative Agent shall have the right to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to Borrowers, the Obligations, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (B) Collateral Agent shall have the right to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to Borrowers, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents; and (vii) Administrative Agent and Collateral Agent each shall have the right to incur and pay such fees, charges, and expenses under the Loan Documents as such Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents. Administrative Agent may deem and treat the payee of any Obligation as the holder thereof for all purposes of the Loan Documents unless and until a notice of the assignment or transfer of such Obligation shall have been filed with Administrative Agent. Each Lender further consents to (y) the execution, delivery, and performance by Administrative Agent or Collateral Agent of each Loan Document entered into by such Agent on behalf of the Lenders as contemplated by this Agreement, and (z) the terms of such Loan Documents.

Appointment Powers and Immunities; Delegation of Duties, Liability of Agents. 11.1.1 (a) Each member of the Lender Group hereby designates and appoints the Administrative Agent as its administrative agent under this Agreement and the other Loan Documents and the Collateral Agent as its collateral agent under this Agreement and the other Loan Documents. Each member of the Lender Group hereby irrevocably authorizes each such Agent to take such action on its such Lender’s 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 such Agent agrees to act as such on the express conditions contained in this Article 11XII. The provisions of this Article 11 XII are solely for the benefit of the Administrative Agent, Collateral Agent, and the Lenders. The Obligors Borrower shall not have no any rights as a third party beneficiary of any of the provisions contained herein; provided, however, that certain of the provisions of Section 11.13 hereof also shall be for the benefit of the Obligors. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, each such Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall each such Agent have or be deemed to have any fiduciary relationship with any other member of the Lender Group, Lenders 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 each such Agent; it being expressly understood and agreed that the use of the word "“Agent" ” is for convenience only and that each such Agent is merely the representative of the other members of the Lender GroupLenders, and has only the contractual duties set forth in this Agreement and the other Loan Documents. Except as expressly otherwise provided in this Agreement, each such 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 Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. No member of the Lender Group shall have any right of action whatsoever against each such Agent as a result of such Agent acting or refraining from acting hereunder pursuant to such discretion and any action taken or failure to act pursuant to such discretion shall be binding on the Lender GroupLenders. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Administrative Agent or Collateral Agent, each of the members of the Lender Group Lenders agree that, as long as this Agreement remains in effect: (ai) (iA) Administrative Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Revolving Credit Loans, theCollections, and related matters, and (B) Collateral Agent shall have the right to maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Collateral and related matters; (ii) Collateral Agent shall have the right to execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents; (iii) Administrative Agent shall have the right to exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (iv) Administrative Agent shall have the right to open and maintain such bank accounts and lock boxes as Administrative Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collections and, on behalf of Collateral Agent, with respect to the Collateral; (v) (A) Administrative Agent shall have the right to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Borrower, the Obligations, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (B) Collateral Agent shall have the right to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to Borrower, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents; and (vi) Administrative Agent and Collateral Agent each shall have the right to incur and pay such fees, charges, and expenses under the Loan Documents as such Agent reasonably may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents. Administrative Agent may deem and treat the payee of any Obligation as the holder thereof for all purposes of the Loan Documents unless and until a notice of the assignment or transfer of such Obligation shall have been filed with Administrative Agent. Each Lender further consents to (y) the execution, delivery, and performance by Administrative Agent or Collateral Agent of each Loan Document entered into by such Agent on behalf of the Lenders as contemplated by this Agreement, and (z) the terms of such Loan Documents.