Common use of Appointment, Powers and Immunities Clause in Contracts

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein or for any failure by Borrower, its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it with reasonable care. 7.1.2 Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 Each Lender and each LC Issuing Bank hereby irrevocably appoints and authorizes Administrative Agent to act on its behalf as its agent Administrative Agent hereunder and under the other Credit Facility Documents with and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Administrative Agent, the Lenders and the LC Issuing Banks, and Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Facility Documents (or any other similar term) with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Administrative Agent shall not have any duties or responsibilities obligations except those expressly set forth in this Agreement or in any other Credit Facility Document, or and its duties hereunder shall be a trustee for any Lenderadministrative in nature. Notwithstanding anything to the contrary contained herein, Administrative Agent: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether an Inchoate Default has occurred and is continuing; (ii) shall not have any duty to take any action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Facility Documents that 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 Credit Facility Documents); provided Administrative Agent shall not be required to take any action which that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule Rule, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Law or exposes that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law; and (iii) shall not, except as expressly set forth herein and in the other Credit Facility Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent to or any liabilityof its Affiliates in any capacity. Each of Administrative Agent, the Lenders Lenders, the LC Issuing Banks and any of their respective Affiliates shall not be responsible to any other Lender for or have any recitalsduty to ascertain or inquire into (i) any statement, statements, representations representation or warranties warranty made by Borrower or its Affiliates contained made in or in connection with this Agreement or in any certificate other Credit Facility Document, (ii) the contents of any certificate, report or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementAgreement or any Credit Facility Document, for (iii) the valueperformance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, effectiveness, genuineness, genuineness or enforceability or sufficiency of this Agreement, the Notes any other Credit Facility Document or any other document referred to agreement, instrument or provided for herein document, or (v) for any failure by Borrower, its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it with reasonable care. 7.1.2 Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders. 7.1.3 Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Facility Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Affiliates of Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facility provided for in this Agreement as well as activities as Administrative Agent. Administrative Agent shall not be responsible for the case may benegligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, Administrative herein Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Administrative Rule. Neither Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by any Borrower or its Affiliates any Guarantor contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Borrower or any Guarantor to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 Administrative . Neither Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility DocumentsAgreement, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. Any reference to the Lead Arranger, the Co-Documentation Agents, the Co-Managing Agents or the Syndication Agent in any of the Credit Documents shall be solely for titular purposes and Rabobank, as the Lead Arranger, Xxxxx Fargo, as the Syndication Agent, ING Capital LLC, as a Co-Documentation Agent, Barclays Bank PLC, as a Co-Documentation Agent, Royal Bank of Canada, as a Co-Managing Agent, and The PrivateBank and Trust Company, as a Co-Managing Agent, shall not have any duties, responsibilities or obligations or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not require the consent of the Lead Arranger, the Syndication Agent, the Co-Documentation Agents or the Co-Managing Agents in such respective capacities. The Administrative Agent shall not (i) have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or (ii) be a trustee for any Lender or (iii) have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rule. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any CBII Entity contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality , as determined by a final non-appealable judgment of the foregoing, Administrative Agent (a) may treat the payee a court of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant heretocompetent jurisdiction. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders. Each of the Secured Parties hereby appoints the administrative agent for the Lenders (or any successor appointed in accordance with Section 7.06) to act as its agent (in such capacity, the “Collateral Agent”) with respect to all matters relating to the Security Documents and Rabobank, as administrative agent for the case Lenders as of the Effective Date, hereby accepts such appointment. (b) The L/C Issuer shall act on behalf of the Revolving 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 beagree at the request of the Required Revolving 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 Administrative Agent in this Article VII with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by them or proposed to be issued by them 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 VII included the L/C Issuer with respect to such acts or omissions and (ii) as additionally provided herein with respect to the L/C Issuer. (c) The Administrative Agent shall be released from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch, BGB).

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Loan Documents with such powers as are expressly specifically delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, Loan Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any and the other Credit Facility Document, or Loan Documents and shall not be a trustee for any Lender, nor is the Administrative Agent acting in a fiduciary capacity of any kind under this Agreement or the other Loan Documents or in respect thereof or in respect of any Lender. Notwithstanding anything to the contrary contained herein, The Administrative Agent shall not be required responsible to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or the other Loan Documents, in any certificate or other document referred to or provided for in, or received by Administrative Agentany of them under, this Agreement or the other Loan Documents, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or the Notes other Loan Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or for the validity, effectiveness or value of any interest or security covered by the Pledge Agreements or for the value of any collateral or for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument, or for the filing, recording, re-filing, continuing or re-recording of any thereof or for any failure by Borrowerthe Company, its any Guarantor or any of their respective Affiliates Subsidiaries to perform their respective obligations any of its Obligations hereunder or thereunderunder the other Loan Documents. The Administrative Agent may take all actions by itself and/or it may employ agents and attorneys in fact attorneys-in-fact, and shall not be responsible to any Lender, except as to money or the securities received by it or its authorized agents, for the negligence or misconduct of itself or its employees or of any such agents or attorneys in attorneys-in-fact, if such agents or attorneys-in-fact are selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees or agents shall not be liable or responsible for any action taken or omitted to be taken by it or them hereunder or under any the other Credit Facility Document Loan Documents or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower the Obligors or its their Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein or for any failure by Borrowerthe Obligors, its their respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it with reasonable care. 7.1.2 Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower the Obligors or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower the Obligors or its their Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein or for any failure by Borrowerthe Obligors, its their respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it with reasonable care. 7.1.2 Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower the Obligors or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 Each Lender Bank hereby irrevocably appoints and authorizes Administrative Agent MGT to act as its Administrative Agent, PROVIDED, HOWEVER, the Administrative Agent is hereby authorized to serve only as administrative and documentation agent hereunder for the Banks and under the other Credit Facility Documents with to exercise such powers as are expressly delegated to Administrative Agent by the terms of reasonably incidental thereto and as are set forth in this Agreement and the other Credit Facility Loan Documents. The Administrative Agent hereby acknowledges that it does not have the authority to negotiate any agreement which would bind the Banks or agree to any amendment, waiver or modification of any of the Loan Documents or bind the Banks except as set forth in this Agreement or the Loan Documents. Except as provided in this Agreement, and in the other Loan Documents, together with such other powers the Administrative Agent shall take action or refrain from acting only upon instructions of the Banks. It is agreed that the duties, rights, privileges and immunities of the Issuing Banks, in their capacity as are reasonably incidental theretoissuers of Letters of Credit hereunder, shall be identical to the duties, rights, privileges and immunities of the Administrative Agent as provided in this Section 15. The Administrative Agent shall not have any duties or responsibilities or any fiduciary relationship with any Bank except those expressly set forth in this Agreement or in any and the other Credit Facility Document, or be a trustee for any LenderLoan Documents. Notwithstanding anything to Neither the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and nor any of their respective Affiliates its affiliates shall not be responsible to any other Lender the Banks for any recitals, statements, representations or warranties made by the Borrower or its Affiliates any other Person whether contained in this Agreement herein or in any certificate otherwise or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes other Loan Documents or any other document referred to or provided for herein or therein or for any failure by Borrower, its respective Affiliates the Borrower or any other Person to perform their respective its obligations hereunder or thereunderthereunder or in respect of the Notes. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . The Administrative Agent Agent, the Agents and its any of their directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewithherewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, The Administrative Agent (a) may treat in its separate capacity as a Bank shall have the payee of any Note same rights and powers hereunder as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may beBank.

Appointment, Powers and Immunities. 7.1.1 Each Lender and each LC Issuing Bank hereby irrevocably appoints and authorizes Administrative Agent to act on its behalf as its agent Administrative Agent hereunder and under the other Credit Facility Documents with and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Administrative Agent, the Lenders and the LC Issuing Banks, and Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Facility Documents (or any other similar term) with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Administrative Agent shall not have any duties or responsibilities obligations except those expressly set forth in this Agreement or in any other Credit Facility Document, or and its duties hereunder shall be a trustee for any Lenderadministrative in nature. Notwithstanding anything to the contrary contained herein, Administrative Agent: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether an Inchoate Default has occurred and is continuing; (ii) shall not have any duty to take any action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Facility Documents that 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 Credit Facility Documents); provided Administrative Agent shall not be required to take any action which that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule Rule, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Law or exposes that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law; and (iii) shall not, except as expressly set forth herein and in the other Credit Facility Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent to or any liabilityof its Affiliates in any capacity. Each of Administrative Agent, the Lenders Lenders, the LC Issuing Banks and any of their respective Affiliates shall not be responsible to any other Lender for or have any recitalsduty to ascertain or inquire into (i) any statement, statements, representations representation or warranties warranty made by Borrower or its Affiliates contained made in or in connection with this Agreement or in any certificate other Credit Facility Document, (ii) the contents of any certificate, report or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementAgreement or any Credit Facility Document, for (iii) the valueperformance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, effectiveness, genuineness, genuineness or enforceability or sufficiency of this Agreement, the Notes any other Credit Facility Document or any other document referred to agreement, instrument or provided for herein document, or (v) for any failure by Borrower, its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it with reasonable care. 7.1.2 Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Basic Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to act take such actions as agent on its agent hereunder behalf and under the other Credit Facility Documents with to exercise such powers as are expressly delegated to Administrative Agent by the terms of under this Agreement and the other Credit Facility Documents, together with Basic Documents as are delegated to the Administrative Agent under such other agreements and to exercise such powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender and each Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Security Document governed by the laws of such jurisdiction on such Lxxxxx’s or such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Basic Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Basic Documents. (b) As to any matters not expressly provided for herein and in the other Basic Documents (including enforcement or collection), the Administrative Agent shall not have be required to exercise any duties discretion or responsibilities except those expressly set forth take any action, but shall be required to act or to refrain from acting (and shall be fully protected in this Agreement so acting or in any refraining from acting) upon the written instructions of the Majority Lenders (or such other Credit Facility Documentnumber or percentage of the Lenders as shall be necessary, or be a trustee for any Lender. Notwithstanding anything pursuant to the contrary contained hereinterms in the Basic Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any action which that (1) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks with respect to such action or (2) is contrary to this Agreement or any other Credit Facility Basic Document or applicable law, including any Governmental Rule action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or exposes reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Majority Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Basic Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any liability. Each financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under the other Basic Documents, the Administrative Agent, Agent is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other obligation other than as expressly set forth herein and in the other Basic Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Basic Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; (ii) where the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Basic Document expressed to be governed by the laws of Canada, or is required or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and liabilities of the Administrative Agent to the Credit Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law; and (iii) nothing in this Agreement or any Basic Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account. (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Basic Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective Affiliates duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall not be responsible apply to any other Lender for such sub-agent and to the Related Parties of the Administrative Agent and any recitalssuch sub-agent, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or in any certificate or other document referred and shall apply to or provided for in, or received by Administrative Agent, or any Lender under their respective activities pursuant to this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein or for any failure by Borrower, its respective Affiliates to perform their respective obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys sub-agent except to the extent that a court of competent jurisdiction determines in fact selected by it with reasonable care. 7.1.2 a final and nonappealable judgment that the Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own acted with gross negligence or willful misconduct. Without limiting misconduct in the generality selection of such sub-agent. (e) In case of the foregoingpendency of any proceeding with respect to any Obligor under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (a) may treat irrespective of whether the payee principal of any Note Loan or any Reimbursement Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the holder thereof until Administrative Agent receives written notice shall have made any demand on any Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the assignment principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or transfer thereof signed by such payee advisable in order to have the claims of the Lenders, the Issuing Banks and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel Agent (including counsel for Borrower)any claim under Sections 2.03, independent public accountants 4.02, 5.08, 6.01, 6.05, 6.06, 6.08, 12.03 and 12.04) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other experts selected property payable or deliverable on any such claims and to distribute the same; (iii) and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by it each Lender, each Issuing Bank and each other Credit Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall not be liable for any action taken or omitted consent to be taken in good faith by them in accordance with the advice making of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as payments directly to the performance Lenders, the Issuing Banks or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Basic Documents (including under Sections 12.03 and 12.04). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding. (f) The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except solely to the extent of the Borrowers’ rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Borrowers or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions. Each Credit Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Obligations provided under the Basic Documents, Administrative Agent shall take such action with respect to have agreed to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may beprovisions of this Article.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender and each Ancillary Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Loan Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender and each Ancillary Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. For the avoidance of doubt, notwithstanding anything to the contrary herein or in the other Loan Documents, the Administrative Agent is acting as administrative agent for the Lenders and the Ancillary Lenders only and the Administrative Agent is not acting as administrative agent for any other Agents, Joint Lead Arrangers, Joint Bookrunners, Left Lead Arranger or Left Lead Bookrunner. The Syndication Agent, Joint Lead Arrangers, Joint Bookrunners, Left Lead Arranger and Left Lead Bookrunner shall not have any duties or responsibilities or any liabilities under this Agreement or any other Loan Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Loan Documents shall not require the consent of the Syndication Agent, Joint Bookrunners or Left Lead Bookrunner or, except to the extent expressly set forth in Section 9.02, Joint Lead Arrangers or Left Lead Arranger, in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Loan Document, or be a trustee for any Lender or Ancillary Lender or have any fiduciary duty to any Lender or Ancillary Lender. Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Loan Document or any Governmental Rule or exposes applicable Requirement of Law. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender or Ancillary Lender shall not be responsible to any other Lender or Ancillary Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates the Borrowers contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementLoan Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Loan Document or for any failure by Borrower, its respective Affiliates any Borrower to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender or Ancillary Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender or Ancillary Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Loan Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Loan Documents as shall be directed by the Majority Required Lenders (or Required Lendersall or such other portion of the Lenders as required by Section 9.02) or in the absence of such direction, such action as the case Administrative Agent in good xxxxx xxxxx advisable under the circumstances. (b) The Issuing Bank shall act on behalf of the Lenders and the Ancillary 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 beagree at the request of the Required Lenders to act for the Issuing Bank with respect thereto; provided, however, that the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article VIII 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 VIII included the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Issuing Bank.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rule. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, . (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 the case Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 "Administrative Agent" as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, Administrative herein Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or applicable law. Neither Agent nor any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or any of its Affiliates Subsidiaries contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, Borrower or any of its respective Affiliates Subsidiaries to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 Administrative . Neither Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility DocumentsAgreement, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rule. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may each employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and its nor any of their respective directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders. If Administrative Agent seeks the consent or approval of any Lender to the taking or refraining from taking any action hereunder, then Administrative Agent shall send notice thereof to each Lender. (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 the case Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby irrevocably appoints and authorizes Administrative Agent to act on its behalf as its agent Administrative Agent hereunder and under the other Credit Facility Documents with and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Administrative Agent and the Lenders, and Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Facility Documents (or any other similar term) with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Administrative Agent shall not have any duties or responsibilities obligations except those expressly set forth in this Agreement or in any other Credit Facility Document, or and its duties hereunder shall be a trustee for any Lenderadministrative in nature. Notwithstanding anything to the contrary contained herein, Administrative Agent: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether an Inchoate Default has occurred and is continuing; (ii) shall not have any duty to take any action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Facility Documents that 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 Credit Facility Documents); provided Administrative Agent shall not be required to take any action which that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule Rule, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Law or exposes that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law; and (iii) shall not, except as expressly set forth herein and in the other Credit Facility Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent to or any liabilityof its Affiliates in any capacity. Each of Administrative Agent, Agent and the Lenders and any of their respective Affiliates shall not be responsible to any other Lender for or have any recitalsduty to ascertain or inquire into (i) any statement, statements, representations representation or warranties warranty made by Borrower or its Affiliates contained made in or in connection with this Agreement or in any certificate other Credit Facility Document, (ii) the contents of any certificate, report or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementAgreement or any Credit Facility Document, for (iii) the valueperformance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, effectiveness, genuineness, genuineness or enforceability or sufficiency of this Agreement, the Notes any other Credit Facility Document or any other document referred to agreement, instrument or provided for herein document, or (v) for any failure by Borrower, its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it with reasonable care. 7.1.2 Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender hereby appoints and authorizes Administrative Agent Xxxxx Fargo Bank, National Association and its successors to act as its administrative agent hereunder and under the other Credit Facility Loan Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Lead Arranger shall not have any duties or responsibilities or any liabilities under this Agreement or any other Loan Document and, except to the extent expressly set forth in Section 9.2(b), any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Loan Documents shall not require the consent of the Lead Arranger in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Loan Document, or be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Loan Document or any applicable Governmental Rule or exposes Rule. None of the Administrative Agent to or any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by any Borrower or its Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementLoan Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Loan Document or for any failure by Borrower, its respective Affiliates any Borrower to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . None of the Administrative Agent and or any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Loan Document or in connection herewith or therewith, except for to the extent arising from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Loan Documents as shall be directed by the Majority Required Lenders or Required Lenders, in the absence of such direction such action as the case Administrative Agent in good xxxxx xxxxx advisable under the circumstances. (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 the Administrative Agent may beagree 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 Administrative Agent in this Article VIII 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 “Administrative Agent” as used in this Article VIII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 9.1.1 Each Bank and each Lender Group Member hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee or a fiduciary for any LenderBank or any Lender Group Member. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document Documents or any Governmental Rule Legal Requirement or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders Banks, the Lender Group Members and any of their respective Affiliates shall not be responsible to any other Bank or any other Lender Group Member for any recitals, statements, representations or warranties made by Borrower any Equity Party, Borrower, any other Credit Party or its any of their Affiliates contained in this Agreement the Credit Documents or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Bank or any Lender under this AgreementGroup Member under, the Credit Documents, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreementthe Credit Documents, the Notes or any other document referred to or provided for herein or for any failure by any Equity Party, Borrower, its respective any other Credit Party or any of their Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 9.1.2 Administrative Agent and its directors, officers, employees or and agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Bank or any Lender Group Member for any statements, warranties or representations made in or in connection with any Credit Facility Operative Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Operative Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower any Credit Party or any other Person; and (e) shall not be responsible to any Bank or any Lender Group Member for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Operative Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility DocumentsAgreement, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may beBanks.

Appointment, Powers and Immunities. 7.1.1 Each Lender Bank hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall hold all funds delivered to it as Agent hereunder as agent for the Banks. Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any LenderBank or have any fiduciary duty to any Bank. No implied covenants, functions, responsibilities, duties or obligations shall be read into this Agreement or any other Credit Document or otherwise exist against Agent. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or applicable law. Neither Agent nor any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Bank shall not be responsible to any other Lender Bank for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Subsidiary contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes any other Credit Document or any other document referred to or provided for herein collateral or for any failure by Borrower, its respective Affiliates Borrower or any Subsidiary to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Bank for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 Administrative . Neither Agent and nor any of its directors, officers, employees or agents shall not be responsible to any Bank for any action taken 44 or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful wilful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility DocumentsAgreement, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may beBanks.

Appointment, Powers and Immunities. 7.1.1 Each Lender Bank Party hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any LenderBank Party or have any fiduciary duty to any Bank Party. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or applicable law. Neither Agent nor any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Bank Party shall not be responsible to Agent or any other Lender Bank Party for any recitals, statements, representations or warranties made by Borrower or any of its Affiliates Subsidiaries contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein Credit Document or for any failure by Borrower, Borrower or any of its respective Affiliates Subsidiaries to perform their respective its obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Bank Party for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it them with reasonable care. 7.1.2 Administrative . None of the Agent and or its directors, officers, employees or agents shall not be responsible to any Bank Party for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility DocumentsAgreement, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may beBanks.

Appointment, Powers and Immunities. 7.1.1 Each Lender Bank hereby appoints and authorizes Administrative Agent and Collateral Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent or Collateral Agent by the terms of this Restated Credit Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Neither Administrative Agent nor Collateral Agent shall not have any duties or responsibilities except those expressly set forth in this Restated Credit Agreement or in any other Credit Facility Document, or be a trustee for any LenderBank or have any fiduciary duty to any Bank. Notwithstanding anything to the contrary contained herein, neither Administrative Agent nor Collateral Agent shall not be required to take any action which is contrary to this Restated Credit Agreement or any other Credit Facility Document or any Governmental Rule or exposes applicable law. Neither Administrative Agent to nor Collateral Agent nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Bank shall not be responsible to any other Lender Agent or Bank for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Subsidiary contained in this Restated Credit Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Restated Credit Agreement, the Notes or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates Borrower or any Subsidiary to perform their respective obligations hereunder or thereunder. Administrative Agent and Collateral Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any other Agent or Bank for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither Administrative Agent and its nor Collateral Agent nor any of their respective directors, officers, employees or agents shall not be responsible to any other Agent or any Bank for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Restated Credit Facility DocumentsAgreement, Administrative Agent and Collateral Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may beBanks.

Appointment, Powers and Immunities. 7.1.1 Each Lender Bank hereby irrevocably appoints and authorizes Administrative Agent MGT to act as its Administrative Agent, provided, however, the Administrative Agent is hereby authorized to serve only as administrative and documentation agent hereunder for the Banks and under the other Credit Facility Documents with to exercise such powers as are expressly delegated to Administrative Agent by the terms of reasonably incidental thereto and as are set forth in this Agreement and the other Credit Facility Loan Documents. The Administrative Agent hereby acknowledges that it does not have the authority to negotiate any agreement which would bind the Banks or agree to any amendment, waiver or modification of any of the Loan Documents or bind the Banks except as set forth in this Agreement or the Loan Documents. Except as provided in this Agreement, and in the other Loan Documents, together with such other powers the Administrative Agent shall take action or refrain from acting only upon instructions of the Banks. It is agreed that the duties, rights, privileges and immunities of the Issuing Banks, in their capacity as are reasonably incidental theretoissuers of Letters of Credit hereunder, shall be identical to the duties, rights, privileges and immunities of the Administrative Agent as provided in this Section 15. The Administrative Agent shall not have any duties or responsibilities or any fiduciary relationship with any Bank except those expressly set forth in this Agreement or in any and the other Credit Facility Document, or be a trustee for any LenderLoan Documents. Notwithstanding anything to Neither the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and nor any of their respective Affiliates its affiliates shall not be responsible to any other Lender the Banks for any recitals, statements, representations or warranties made by the Borrower or its Affiliates any other Person whether contained in this Agreement herein or in any certificate otherwise or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes other Loan Documents or any other document referred to or provided for herein or therein or for any failure by Borrower, its respective Affiliates the Borrower or any other Person to perform their respective its obligations hereunder or thereunderthereunder or in respect of the Notes. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . The Administrative Agent Agent, the Agents and its any of their directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewithherewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, The Administrative Agent (a) may treat in its separate capacity as a Bank shall have the payee of any Note same rights and powers hereunder as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may beBank.

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or applicable law. Neither Agent nor any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates Borrower to perform their respective its obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in fact selected by it Agent with reasonable care. 7.1.2 Administrative . Neither the Agent and or its directors, officers, employees or agents shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility DocumentsAgreement, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders Lenders. The Agent shall promptly furnish to each Lender copies of all material documents, reports, certificates, financial statements and notices furnished to Agent by Borrower; provided, however, that Agent shall not be liable to any Lender for its failure to provide copies of such material documents, reports, certificates, financial statements and notices unless such failure constitutes gross negligence or Required Lenders, as willful misconduct by the case may beAgent.

Appointment, Powers and Immunities. 7.1.1 Each Lender Bank hereby irrevocably appoints and authorizes Administrative Agent Fleet to act as its Administrative Agent, provided, however, the Administrative Agent is hereby authorized to serve only as administrative agent hereunder for the Banks and under the other Credit Facility Documents with to exercise such powers as are expressly delegated to Administrative Agent by the terms of reasonably incidental thereto and as are set forth in this Agreement and the other Credit Facility Loan Documents. The Administrative Agent hereby acknowledges that it does not have the authority to negotiate any agreement which would bind the Banks or agree to any amendment, waiver or modification of any of the Loan Documents or bind the Banks except as set forth in this Agreement or the Loan Documents. Except as provided in this Agreement, and in the other Loan Documents, together with such other powers the Administrative Agent shall take action or refrain from acting only upon instructions of the Banks. It is agreed that the duties, rights, privileges and immunities of the Issuing Banks, in their capacity as are reasonably incidental theretoissuers of Letters of Credit hereunder, shall be identical to the duties, rights, privileges and immunities of the Administrative Agent as provided in this Section 15. The Administrative Agent shall not have any duties or responsibilities or any fiduciary relationship with any Bank except those expressly set forth in this Agreement or in any and the other Credit Facility Document, or be a trustee for any LenderLoan Documents. Notwithstanding anything to Neither the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and nor any of their respective Affiliates its affiliates shall not be responsible to any other Lender the Banks for any recitals, statements, representations or warranties made by the Borrower or its Affiliates any other Person whether contained in this Agreement herein or in any certificate otherwise or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes other Loan Documents or any other document referred to or provided for herein or therein or for any failure by Borrower, its respective Affiliates the Borrower or any other Person to perform their respective its obligations hereunder or thereunderthereunder or in respect of the Notes. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . The Administrative Agent Agent, the Agents and its any of their directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewithherewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, The Administrative Agent (a) may treat in its separate capacity as a Bank shall have the payee of same rights and powers hereunder as any Note as other Bank. The Co-Documentation Agents and the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) Co-Syndication Agents shall not have any right, power, obligation, liability, responsibility or duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Credit Agreement and the in such capacity, other Credit Facility Documentsthan, Administrative Agent shall take such action with respect to the Credit Facility Documents Co-Documentation Agents and BOA, those applicable to all Banks as shall be directed by the Majority Lenders or Required Lenders, as the case may beBanks.

Appointment, Powers and Immunities. 7.1.1 9.1.1 Each Lender Bank hereby appoints and authorizes Administrative Agent to act as its agent and collateral agent hereunder and under the other Credit Facility Documents Documents, in each case with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee or a fiduciary for any LenderSecured Party. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document Documents or any Governmental Rule Legal Requirement or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders Banks and any of their respective Affiliates shall not be responsible to any other Lender Secured Party for (i) any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement Agreement, the other Credit Documents or in any certificate or other document referred to or provided for in, or received by Administrative Agent, Agent or any Lender Secured Party under this AgreementAgreement or any other Credit Document, for (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the other Credit Documents, any Notes or any other document referred to or provided for herein herein, or for (iii) any failure by Borrower, Borrower or its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact attorneys-in-fact, and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 9.1.2 Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) Administrative Agent may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the permitted assignment or transfer thereof in accordance with the requirements of the Credit Documents, including Section 9.14 of this Agreement, signed by such payee and in form satisfactory to Administrative Agent; (b) Administrative Agent may consult with legal counsel (including counsel for Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them it in accordance with the advice of such counsel, accountants or experts; (c) makes no Administrative Agent does not make any warranty or representation to any Lender Secured Party for any statements, warranties or representations made in or in connection with any Credit Facility Operative Document; (d) Administrative Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Operative Document on the part of any party thereto or thereto, to inspect the property (including the books and records) of Borrower or any other PersonPerson or to ascertain or determine whether a Material Adverse Effect exists or is continuing; and (e) Administrative Agent shall not be responsible to any Lender Secured Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Operative Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Required Banks or Majority Lenders or Required LendersBanks, as applicable in accordance with the case may beterms of the Credit Documents.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. For the avoidance of doubt, notwithstanding anything to the contrary herein or the other Credit Documents, the Administrative Agent is acting as administrative agent for the Lenders only and the Administrative Agent is not acting as administrative agent for any Affiliates of the Lenders that are providing Lender Bank Products or are party to Lender Rate Contracts; such Affiliates that are receiving the benefit of the Collateral are receiving such benefit as an accommodation from the Administrative Agent in its capacity as collateral agent for such Affiliates and the Administrative Agent shall have no liability whatsoever to such Affiliates. The Syndication Agent and Lead Arrangers shall not have any duties or responsibilities or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not require the consent of the Syndication Agent or Lead Arrangers in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any LenderLender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) or have any fiduciary duty to any Lender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products). Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rules. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Required Lenders or Required Lendersin the absence of such direction, such action as the case Administrative Agent in good xxxxx xxxxx advisable under the circumstances. (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 the Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby irrevocably appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Loan Documents with such powers as are expressly specifically delegated to Administrative Agent by the terms of this Agreement and of the other Credit Facility Loan Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not be a party to each of the Loan Documents (other than the Notes) as secured party, beneficiary, indemnitee, and such other applicable capacities, on behalf of and for the benefit of Lenders (and each Lender hereby ratifies and reaffirms the Loan Documents so executed and agrees to be bound by the terms thereof) and hold all Collateral covered thereby for the benefit of the Lenders, and receive all payments or proceeds received in connection therewith for the undivided benefit and protection of the Lenders in accordance with the terms and conditions of this Agreement. As soon as practicable after each such receipt of proceeds by Administrative Agent, Administrative Agent shall determine the respective amounts to be distributed and promptly thereafter shall credit to itself the amount to which it is entitled (as Administrative Agent, Lender or otherwise) and wire the amounts to which the other Lenders are entitled in accordance with such written instruction as each Lender from time to time may deliver to Administrative Agent. Each Lender shall hold its own Note and shall receive a copy of each Loan Document. Administrative Agent (which term as used in this Section 13.01 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents) shall not: have any duties or responsibilities except those expressly set forth in this Agreement or and in any the other Credit Facility DocumentLoan Documents, or be a trustee for any Lender. Notwithstanding anything to the contrary contained herein, Administrative Agent and shall not be required to take any action which is contrary to by reason of this Agreement or any other Credit Facility Loan Document be a fiduciary or trustee for any Lender except to the extent that Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not other Lender; be responsible to any other Lender the Lenders for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by Administrative Agentany of them under, this Agreement or any other Loan Document, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower, its respective Affiliates the Borrower or any other Person to perform their respective obligations any of its Obligations hereunder or thereunder; be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct; except to the extent expressly instructed in writing by the Required Lenders with respect to collateral security under the Loan Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and be required to take any action which is contrary to this Agreement or any other Loan Document or Governmental Requirement. The relationship between and among Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. Administrative Agent may employ agents and attorneys in attorneys--in--fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys--in--fact selected by it with reasonable care. 7.1.2 in good faith. Administrative Agent may deem and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any a Note as the holder thereof for all purposes hereof unless and until Administrative Agent receives written a notice of the assignment or transfer thereof signed by such payee shall have been filed with Administrative Agent pursuant to Section 14.07. Except to the extent expressly provided in Sections 13.08, 13.10, and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower13.11(g), independent public accountants the provisions of this Article XIII are solely for the benefit of Administrative Agent and other experts selected by it the Lenders, and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) Borrower shall not have any duty to ascertain or to inquire rights as to the performance or observance a third--party beneficiary of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement provisions hereof and the other Credit Facility Documents, Administrative Agent shall take and Lenders may, pursuant to a written agreement executed by all such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders Persons, Modify or Required Lenders, as the case may bewaive such provisions of this Article XIII in their sole and absolute discretion.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Co-Lead Arrangers shall not have any duties or responsibilities or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not require the consent of the Co-Lead Arrangers in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rule. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any CBII Entity contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, . (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 the case Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 Each Lender and each subsequent holder of the Notes hereby irrevocably appoints and authorizes Administrative Agent BankBoston, N.X.Xxxx of Boston Connecticut to act as its agent hereunder Administrative Agent and General Electric Capital Corporation to act as its Documentation Agent under this Agreement and the other Credit Facility Other Documents with such powers as are expressly specifically delegated to the Administrative Agent and the Documentation Agent by the terms of this Agreement and the other Credit Facility Documents, Other Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent and the Documentation Agent shall not have any no duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or and the Other Documents and shall not be a trustee for any Lender. Notwithstanding anything to the contrary contained herein, The Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative and the Documentation Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to any other Lender the Lenders for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or the Other Documents or in any certificate or other document referred to or provided for in, or received by Administrative Agentany of them under, this Agreement or the Other Documents, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Other Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or for any failure by Borrower, its respective Affiliates the Borrower or any other Person to perform their respective any of its obligations hereunder under this Agreement, the Notes or thereunderthe Other Documents. The Administrative Agent and the Documentation Agent may employ agents agentsAdministrative Agents and attorneys in attorneys-in-fact and shall not be responsible answerable, except as to money or securities received by it or its authorized agentsAdministrative Agents, for the negligence or misconduct of any such agents agentsAdministrative Agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent, the Documentation Agent and nor any of its directors, officers, employees or agents agentsAdministrative Agents shall not be liable or responsible for any action taken or omitted to be taken by it or them hereunder under this Agreement, or under any other Credit Facility Document the Other Documents or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Loan Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. For the avoidance of doubt, notwithstanding anything to the contrary herein or the other Loan Documents, the Administrative Agent is acting as administrative agent for the Lenders only and the Administrative Agent is not acting as administrative agent for any other Lender Parties; the Lender Parties (other than the Lenders) that are receiving the benefit of the Collateral are receiving such benefit as an accommodation from the Administrative Agent in its capacity as collateral agent for such Lender Parties and the Administrative Agent shall have no liability whatsoever to such Lender Parties. The Syndication Agent, the Documentation Agent, the Joint Bookrunners and the Joint Lead Arrangers shall not have any duties or responsibilities or any liabilities under this Agreement or any other Loan Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Loan Documents shall not require the consent of the Syndication Agent, the Documentation Agent, the Joint Bookrunners or, except to the extent expressly set forth in Section 8.04(g), any Joint Lead Arranger, in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Loan Document, or be a trustee for any LenderLender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) or have any fiduciary duty to any Lender -133- 4159-4780-3173 ​ ​ ​ (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products). Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Loan Document or any applicable Governmental Rule or exposes Rules. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementLoan Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Loan Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Loan Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Loan Documents as shall be directed by the Majority Required Lenders or in the absence of such direction, such action as the Administrative Agent in good xxxxx xxxxx advisable under the circumstances. Without limiting the foregoing, the Administrative Agent and its directors, officers, agents, employees and attorneys may approve of, grant consents and otherwise make decisions with respect to matters related to the construction or consummation of any portion of the Expansion Project (unless otherwise instructed by the Required Lenders), and shall not be liable for any such action taken or not taken by it in good faith. (b) Any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.01(a) 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 and hereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VII, Section 8.02 and Section 8.03 as if set forth in full herein with respect thereto. (c) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the case Administrative Agent may be.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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer. -134- 4159-4780-3173 ​ ​ ​

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Loan Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. For the avoidance of doubt, notwithstanding anything to the contrary herein or the other Loan Documents, the Administrative Agent is acting as administrative agent for the Lenders only and the Administrative Agent is not acting as administrative agent for any other Lender Parties; the Lender Parties (other than the Lenders) that are receiving the benefit of the Collateral are receiving such benefit as an accommodation from the Administrative Agent in its capacity as collateral agent for such Lender Parties and the Administrative Agent shall have no liability whatsoever to such Lender Parties. The Syndication Agent, Sole Bookrunner and Lead Arranger shall not have any duties or responsibilities or any liabilities under this Agreement or any other Loan Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Loan Documents shall not require the consent of the Syndication Agent, Sole Bookrunner or, except to the extent expressly set forth in Section 8.04(g), Lead Arranger, in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Loan Document, or be a trustee for any LenderLender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) or have any fiduciary duty to any Lender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products). Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Loan Document or any applicable Governmental Rule or exposes Rules. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementLoan Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Loan Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Loan Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Loan Documents as shall be directed by the Majority Required Lenders or Required Lendersin the absence of such direction, such action as the case Administrative Agent in good xxxxx xxxxx advisable under the circumstances. (b) Any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.01(a) 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 and hereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VII, Section 8.02 and Section 8.03 as if set forth in full herein with respect thereto. (c) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby irrevocably appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Loan Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Loan Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Loan Document, or and Agent shall neither be a trustee for any lender nor have any fiduciary duty to any Lender. No implied covenants, functions, responsibilities, duties or obligations shall be read into any Loan Document or otherwise exist against Agent. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Loan Document or applicable law. Neither Agent nor any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementLoan Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Loan Document or (if applicable) any collateral at any time hereafter securing the Notes Obligations or the obligations of any other document referred to or provided for herein Guarantor or for any failure by Borrower, its respective Affiliates Borrower or any Guarantor to perform their its respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 Administrative . Neither Agent and nor any of its directors, officers, employees or agents shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful wilful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility DocumentsAgreement, Administrative Agent shall take such action with respect to the Credit Facility Loan Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. Any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not require the consent of the Syndication Agent or Documentation Agent or, except to the extent expressly set forth in Section 8.04(h), the Joint Lead Arrangers, in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any LenderLender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) or have any fiduciary duty to any Lender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products). Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rules. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Required Lenders or Required Lendersin the absence of such direction, such action as the case Administrative Agent in good xxxxx xxxxx advisable under the circumstances. (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 the Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Documentation Agent, Sole Bookrunner and Lead Arranger shall not have any duties or responsibilities or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not require the consent of the Documentation Agent, Sole Bookrunner or Lead Arranger in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any LenderLender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) or have any fiduciary duty to any Lender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products). Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rules. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Required Lenders or Required Lendersin the absence of such direction, such action as the case Administrative Agent in good xxxxx xxxxx advisable under the circumstances. (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 the Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto, including execution and filing of a Corporate Securities and Finance Compliance Affidavit with the Missouri Gaming Commission pursuant to 11 CSR 45-10.040 and other regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement. Neither the Documentation Agent nor the Syndication Agent shall have any duties or responsibilities or any liabilities under this Agreement or any other Credit Document. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rule. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, . (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 the case Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby appoints and authorizes Administrative Agent Xxxxx Fargo and its successors to act as its administrative agent hereunder and under the other Credit Facility Documents and as security trustee under the Vessel Security Documents with such powers as are expressly delegated to the Administrative Agent and the Security Trustee by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby authorizes the Administrative Agent and the Security Trustee to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Co-Syndication Agents, Co-Documentation Agents and Lead Arranger shall not have any duties or responsibilities or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not require the consent of any of the Co-Syndication Agents, Co-Documentation Agents or Lead Arranger in such capacity. The Administrative Agent and the Security Trustee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any LenderLender (or any Affiliate of a Lender that is party to a Lender Rate Contract or providing Lender Bank Products) or have any fiduciary duty to any Lender (or any Affiliate of a Lender that is party to a Lender Rate Contract or providing Lender Bank Products). Notwithstanding anything to the contrary contained herein, herein the Administrative Agent and the Security Trustee shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Administrative Agent to any liabilityRule. Each None of the Administrative Agent, the Lenders and Security Trustee or any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent and the Security Trustee may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . None of the Administrative Agent and its Agent, the Security Trustee or any of their respective directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement Agreement, the Administrative Agent and the other Credit Facility Documents, Administrative Agent Security Trustee shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Required Lenders or Required Lenders, in the absence of such direction such action as the case Administrative Agent and the Security Trustee in good xxxxx xxxxx advisable under the circumstances. (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 the Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer. (c) The Security Trustee shall act on behalf of the Lenders (which, for the avoidance of doubt, includes each Affiliate of a Lender that is party to a Lender Rate Contract or providing any Lender Bank Products as set forth in the definition of “Lender”) with respect to the Vessels pledged as Collateral and Vessel Security Documents; provided, however, that the Security Trustee shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article VII with respect to any acts taken or omissions suffered by the Security Trustee as fully as if the term “Administrative Agent” as used in this Article VII included the Security Trustee with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Security Trustee.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. For the avoidance of doubt, notwithstanding anything to the contrary herein or the other Credit Documents, the Administrative Agent is acting as administrative agent for the Lenders only and the Administrative Agent is not acting as administrative agent for any other Lender Parties; the Lender Parties (other than the Lenders) that are receiving the benefit of the Guaranty are receiving such benefit as an accommodation from the Administrative Agent in its capacity as agent for such Lender Parties under the Guaranty and the Administrative Agent shall have no liability whatsoever to such Lender Parties. The Lead Arranger shall not have any duties or responsibilities or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not, except to the extent expressly set forth in Section 8.04(h), require the consent of the Lead Arranger, in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any LenderLender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) or have any fiduciary duty to any Lender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products). Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rules. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by or with respect to any Borrower or its Affiliates Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in- fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Required Lenders or Required Lendersin the absence of such direction, such action as the case Administrative Agent in good xxxxx xxxxx advisable under the circumstances. (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 the Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, Administrative herein Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or applicable law. Neither Agent nor any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or any of its Affiliates Subsidiaries contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, Borrower or any of its respective Affiliates Subsidiaries to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 Administrative . Neither Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful wilful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility DocumentsAgreement, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein or for any failure by Borrower, its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it with reasonable care. 7.1.2 Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; , (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; , (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; , (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; , and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 Each Lender of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to act as take such actions on its agent hereunder behalf and under the other Credit Facility Documents with to exercise such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Loan Documents, together with such other actions and powers as are reasonably incidental thereto. . (a) The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Parent or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. (b) The Administrative Agent shall not have any duties or responsibilities obligations except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein or for any failure by Borrower, its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it with reasonable care. 7.1.2 Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice shall not be subject to any fiduciary or other implied duties, regardless of the assignment or transfer thereof signed by such payee whether a Default has occurred and in form satisfactory to Administrative Agent; is continuing, (b) may consult with legal counsel 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 that the Administrative Agent is required to exercise in writing by the Required Lenders (including counsel for Borroweror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), independent public accountants and other experts selected (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent or any of its Subsidiaries that is communicated to or obtained by it and the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or omitted to be not taken in good faith by them in accordance it with the advice consent or at the request of the Required Lenders (or such counselother number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by a Borrower or a Lender, accountants and the Administrative Agent shall not be responsible for or experts; have any duty to ascertain or inquire into (ci) makes no any statement, warranty or representation to any Lender for any statements, warranties or representations made in or in connection with the Loan Documents, (ii) the contents of any Credit Facility Document; certificate, report or other document delivered thereunder or in connection therewith, (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the termscovenants, covenants agreements or other terms or conditions of any Credit Facility Document on set forth therein, (iv) the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuinenesseffectiveness or genuineness of the Loan Documents or any other agreement, sufficiency instrument or document, (v) the existence or the value of any Credit Facility Document of the Collateral or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein or in any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement Loan Document, other than to confirm receipt of items expressly required to be delivered to, and make determinations expressly required to be made by, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may beAgent.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract) hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract) hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Lead Arranger shall not have any duties or responsibilities or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not, except to the extent expressly set forth in Section 8.04(e), require the consent of the Lead Arranger in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any LenderLender (or any Affiliate of such Lender that is party to a Lender Rate Contract) or have any fiduciary duty to any Lender (or any Affiliate of such Lender that is party to a Lender Rate Contract). Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rules. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Required Lenders or Required Lendersin the absence of such direction, such action as the case Administrative Agent in good xxxxx xxxxx advisable under the circumstances. (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 the Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 ​ (a) Each Lender (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Loan Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. For the avoidance of doubt, notwithstanding anything to the contrary herein or the other Loan Documents, the Administrative Agent is acting as administrative agent for the Lenders only and the ​ -126- 4147-6459-6034 ​ Administrative Agent is not acting as administrative agent for any other Lender Parties; the Lender Parties (other than the Lenders) that are receiving the benefit of the Collateral are receiving such benefit as an accommodation from the Administrative Agent in its capacity as collateral agent for such Lender Parties and the Administrative Agent shall have no liability whatsoever to such Lender Parties. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Loan Document, or be a trustee for any LenderLender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) or have any fiduciary duty to any Lender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products). Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Loan Document or any applicable Governmental Rule or exposes Rules. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementLoan Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Loan Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Loan Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Loan Documents as shall be directed by the Majority Required Lenders or Required Lendersin the absence of such direction, such action as the case Administrative Agent in good xxxxx xxxxx advisable under the circumstances. ​ (b) Any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.01(a) 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 and hereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VII, Section 8.02 and Section 8.03 as if set forth in full herein with respect thereto. (c) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the ​ 4147-6459-6034 ​ L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 Each Lender and each LC Issuing Bank hereby irrevocably appoints and authorizes Administrative Agent to act on its behalf as its agent Administrative Agent hereunder and under the other Credit Facility Documents with and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Administrative Agent, the Lenders and the LC Issuing Banks, and Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Facility Documents (or any other similar term) with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Administrative Agent shall not have any duties or responsibilities obligations except those expressly set forth in this Agreement or in any other Credit Facility Document, or and its duties hereunder shall be a trustee for any Lenderadministrative in nature. Notwithstanding anything to the contrary contained herein, Administrative Agent: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether an Inchoate Default has occurred and is continuing; (ii) shall not have any duty to take any action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Facility Documents that 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 Credit Facility Documents); provided Administrative Agent shall not be required to take any action which that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule Rule, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Law or exposes that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law; and (iii) shall not, except as expressly set forth herein and in the other Credit Facility Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent to or any liabilityof its Affiliates in any capacity. Each of Administrative Agent, the Lenders Lenders, the LC Issuing Banks and any of their respective Affiliates shall not be responsible to any other Lender for or have any recitalsduty to ascertain or inquire into (i) any statement, statements, representations representation or warranties warranty made by Borrower or its Affiliates contained made in or in connection with this Agreement or in any certificate other Credit Facility Document, (ii) the contents of any certificate, report or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementAgreement or any Credit Facility Document, for (iii) the valueperformance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, effectiveness, genuineness, genuineness or enforceability or sufficiency of this Agreement, the Notes any other Credit Facility Document or any other document referred to agreement, instrument or provided for herein document, or (v) for any failure by Borrower, its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it with reasonable care. 7.1.2 Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders. 7.1.3 Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Facility Document by or through any one or more sub- agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Affiliates of Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facility provided for in this Agreement as well as activities as Administrative Agent. Administrative Agent shall not be responsible for the case may benegligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender hereby appoints and authorizes Administrative Agent Xxxxx Fargo Bank, National Association and its successors to act as its administrative agent hereunder and under the other Credit Facility Loan Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Joint Lead Arrangers and Co-Syndication Agents shall not have any duties or responsibilities or any liabilities under this Agreement or any other Loan Document and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Loan Documents shall not require the consent of the Co-Syndication Agents or, except to the extent expressly set forth in Section 9.2(b), the Joint Lead Arrangers, in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Loan Document, or be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Loan Document or any applicable Governmental Rule or exposes Rule. None of the Administrative Agent to or any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by any Borrower or its Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementLoan Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Loan Document or for any failure by Borrower, its respective Affiliates any Borrower to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . None of the Administrative Agent and or any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Loan Document or in connection herewith or therewith, except for to the extent arising from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Loan Documents as shall be directed by the Majority Required Lenders or Required Lenders, in the absence of such direction such action as the case Administrative Agent in good xxxxx xxxxx advisable under the circumstances. (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 the Administrative Agent may beagree 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 Administrative Agent in this Article VIII 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 “Administrative Agent” as used in this Article VIII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby appoints and authorizes Administrative Agent Wxxxx Fargo and its successors to act as its administrative agent hereunder and under the other Credit Facility Documents and as security trustee under the Vessel Security Documents with such powers as are expressly delegated to the Administrative Agent and the Security Trustee by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby authorizes the Administrative Agent and the Security Trustee to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Co-Syndication Agents, Co-Documentation Agents and Lead Arranger shall not have any duties or responsibilities or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not require the consent of any of the Co-Syndication Agents, Co-Documentation Agents or Lead Arranger in such capacity. The Administrative Agent and the Security Trustee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any LenderLender (or any Affiliate of a Lender that is party to a Lender Rate Contract or providing Lender Bank Products) or have any fiduciary duty to any Lender (or any Affiliate of a Lender that is party to a Lender Rate Contract or providing Lender Bank Products). Notwithstanding anything to the contrary contained herein, herein the Administrative Agent and the Security Trustee shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Administrative Agent to any liabilityRule. Each None of the Administrative Agent, the Lenders and Security Trustee or any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent and the Security Trustee may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . None of the Administrative Agent and its Agent, the Security Trustee or any of their respective directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement Agreement, the Administrative Agent and the other Credit Facility Documents, Administrative Agent Security Trustee shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Required Lenders or Required Lenders, in the absence of such direction such action as the case Administrative Agent and the Security Trustee in good fxxxx xxxxx advisable under the circumstances. (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 the Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer. (c) The Security Trustee shall act on behalf of the Lenders (which, for the avoidance of doubt, includes each Affiliate of a Lender that is party to a Lender Rate Contract or providing any Lender Bank Products as set forth in the definition of “Lender”) with respect to the Vessels pledged as Collateral and Vessel Security Documents; provided, however, that the Security Trustee shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article VII with respect to any acts taken or omissions suffered by the Security Trustee as fully as if the term “Administrative Agent” as used in this Article VII included the Security Trustee with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Security Trustee.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rule. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by the Parent, the Borrower or any of its Affiliates Subsidiaries contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrowerthe Parent, the Borrower or any of its respective Affiliates Subsidiaries to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders. If Administrative Agent seeks the consent or approval of any Lender to the taking or refraining from taking any action hereunder, then Administrative Agent shall send notice thereof to each Lender. (b) The L/C Issuer shall act on behalf of the Revolving 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 case Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Loan Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Loan Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Loan Document, or be a trustee for any Lender. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Loan Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein or for any failure by Borrower, its respective Affiliates Borrower to perform their respective its obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it with reasonable care. 7.1.2 Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Loan Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Loan Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Loan Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Loan Documents, Administrative Agent shall take such action with respect to the Credit Facility Loan Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents hereunder, with such rights, authorities, discretions and powers as are expressly specifically delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility DocumentsAgreement, together with such other powers as are reasonably incidental thereto. , and each Lender authorizes and instructs the Administrative Agent to execute and deliver each of the Master Participation Agreement, the Completion Guarantee, the Transfer Restrictions Agreement and any other Financing Document to which such Lender and/or the Administrative Agent is a party and each such Lender agrees to be bound by the terms and conditions of each such agreement as if it had executed and delivered such agreement for and in its own name. (b) Each Lender hereby agrees and acknowledges that the Administrative Agent shall not act for and on behalf of the Lenders hereunder for purposes of each of the Master Participation Agreement, the Completion Guarantee and the Transfer Restrictions Agreement, and each Lender hereby authorizes such action by the Administrative Agent on its behalf in accordance with its appointment hereunder. Notwithstanding the foregoing, the Administrative Agent shall promptly upon request of any Lender deliver any request, notice or communication permitted to be given by any Senior Facility Lender under or pursuant to the Master Participation Agreement, the Completion Guarantee and the Transfer Restrictions Agreement. (c) The Administrative Agent (which term as used in this sentence and in Section 10.05 shall include reference to its Affiliates and its Affiliates' officers, directors, employees and agents) shall not: (i) have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility DocumentAgreement, or by reason of this Agreement be a trustee for any Lender. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not (ii) be responsible to any other Lender the Lenders for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement Agreement, or in any certificate or other document referred to or provided for in, or received by Administrative Agentany of them under, or any Lender under this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes any Promissory Note or any other document referred to or provided for herein or for any failure by Borrower, its respective Affiliates the Borrower or any other Person to perform their respective any of its obligations hereunder or thereunder. , (iii) be required to initiate or conduct any litigation or collection proceedings hereunder or (iv) be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. (d) The Administrative Agent may employ agents and attorneys in fact attorneys-in-fact, and the Administrative Agent shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 in good faith. The Administrative Agent may deem and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Promissory Note as the holder thereof for all purposes hereof unless and until Administrative Agent receives written a notice of the assignment or transfer thereof signed by such payee and in form satisfactory to shall have been filed with the Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and . (e) Any bank serving as Administrative Agent hereunder shall not be responsible to any have the same rights and powers in its capacity as a Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or as any other instrument Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, Commercial Banks Loan Agreement lend money to and generally engage in any kind of business with the Borrower or document furnished pursuant hereto. Except Affiliate thereof as otherwise provided under this Agreement and if it were not the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may behereunder.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. For the avoidance of doubt, notwithstanding anything to the contrary herein or the other Credit Documents, the Administrative Agent is acting as administrative agent for the Lenders only and the Administrative Agent is not acting as administrative agent for any other Lender Parties; the Lender Parties (other than the Lenders) that are receiving the benefit of the Collateral are receiving such benefit as an accommodation from the Administrative Agent in its capacity as collateral agent for such Lender Parties and the Administrative Agent shall have no liability whatsoever to such Lender Parties. The Syndication Agent and the Lead Arranger shall not have any duties or responsibilities or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not, except to the extent expressly set forth in Section 8.04(e), require the consent of the Syndication Agent or Lead Arranger, in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender. Notwithstanding anything Lender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) or have any fiduciary duty to any (b) Any co-agents, sub-agents and attorneys-in-fact appointed by the contrary contained herein, Administrative Agent shall not be required pursuant to take Section 7.01(a) for purposes of holding or enforcing any action which is contrary to this Agreement Lien on the Collateral (or any other Credit Facility Document portion thereof) granted under the Security Documents, or for exercising any Governmental Rule or exposes Administrative Agent to any liability. Each rights and remedies thereunder and hereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VII, Section 8.02 and Section 8.03 as if set forth in full herein with respect thereto. (c) The L/C Issuer shall act on behalf of the Revolving Lenders and any of their respective Affiliates shall not be responsible with respect to any other Lender Letters of Credit issued by it and the documents associated therewith until such time (and except for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for so long) as the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein or for any failure by Borrower, its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact and shall not be responsible agree at the request of the Required Lenders to act for the negligence or misconduct L/C Issuer with respect thereto; provided, however, that the L/C Issuer shall have all of any such agents or attorneys in fact selected by it with reasonable care. 7.1.2 the benefits and immunities (i) provided to the Administrative Agent and its directors, officers, employees or agents shall not be responsible for in this Article VII with respect to any action acts taken or omitted to be taken omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory proposed to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected be issued by it and shall not be liable the application and agreements for any action taken or omitted to be taken in good faith by them in accordance with the advice letters of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as credit pertaining to the performance Letters of Credit as fully as if the term “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or observance of any of the termsomissions, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (eii) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise additionally provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action herein with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may beL/C Issuer. 7.

Appointment, Powers and Immunities. 7.1.1 Each Lender Lender, and the SACE Agent on behalf of each of the Tranche D Lenders, hereby irrevocably appoints and authorizes the Administrative Agent to act as its administrative agent hereunder under this Agreement and under the other Credit Facility Financing Documents with such powers as are expressly specifically delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Financing Documents, together with such other powers as are reasonably incidental theretoto such powers. The Administrative Agent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 shall not include reference to its affiliates and its own and its affiliates’ officers, directors, employees, representatives and agents): (a) shall have any no duties or responsibilities except those expressly set forth in this Agreement or in the Financing Documents, and shall not by reason of any other Credit Facility Document, or Financing Document be a trustee for any Lender. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates ; (b) shall not be responsible to any other Lender the Lenders for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement any Financing Document, or in any certificate or other document referred to or provided for in, or received by Administrative Agentany of them under, any Financing Document, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes any Financing Document or any other document referred to or provided for herein in any Financing Document or for any failure by Borrower, its respective Affiliates the Borrower or any other Person to perform their respective any of its obligations hereunder under any Financing Document; (c) shall not be required to initiate or thereunderconduct any litigation or collection proceedings under any Financing Document; and (d) shall not be responsible for any action taken or omitted to be taken by it under any Financing Document or under any other document or instrument referred to or provided for in any Financing Document or in connection with any Financing Document, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in an order that is no longer subject to appeal or review. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact reasonably selected by it with reasonable care. 7.1.2 in good faith. The Administrative Agent may deem and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof of such Note for all purposes of the Financing Documents unless and until Administrative Agent receives written a notice of the assignment or transfer thereof signed by of such payee and in form satisfactory to Note shall have been filed with the Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance together with the advice consent of the Borrower to such counsel, accountants assignment or experts; transfer (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise extent provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may bein Section 11.06(b)).

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto, including execution and filing of a Corporate Securities and Finance Compliance Affidavit with the Missouri Gaming Commission pursuant to 11 CSR 45-10.040 and other regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement. Neither the Documentation Agents nor the Syndication Agent shall have any duties or responsibilities or any liabilities under this Agreement or any other Credit Document. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rule. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, . (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 the case Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 100 credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent" as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. For the avoidance of doubt, notwithstanding anything to the contrary herein or the other Credit Documents, the Administrative Agent is acting as administrative agent for the Lenders only and the Administrative Agent is not acting as administrative agent for any other Lender Parties; the Lender Parties (other than the Lenders) that are receiving the benefit of the Collateral are receiving such benefit as an accommodation from the Administrative Agent in its capacity as collateral agent for such Lender Parties and the Administrative Agent shall have no liability whatsoever to such Lender Parties. The Co-Syndication Agents and the Joint Lead Arrangers shall not have any duties or responsibilities or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not, except to the extent expressly set forth in Section 8.04(e), require the consent of the Co-Syndication Agents or Joint Lead Arrangers, in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any LenderLender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) or have any fiduciary duty to any Lender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products). Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rules. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Required Lenders or Required Lendersin the absence of such direction, such action as the case Administrative Agent in good xxxxx xxxxx advisable under the circumstances. (b) Any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.01(a) 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 and hereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VII, Section 8.02 and Section 8.03 as if set forth in full herein with respect thereto. (c) The L/C Issuer shall act on behalf of the Revolving 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 beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used -126- in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Basic Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to act take such actions as agent on its agent hereunder behalf and under the other Credit Facility Documents with to exercise such powers as are expressly delegated to Administrative Agent by the terms of under this Agreement and the other Credit Facility Documents, together with Basic Documents as are delegated to the Administrative Agent under such other agreements and to exercise such powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender and each Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Security Document governed by the laws of such jurisdiction on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Basic Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Basic Documents. (b) As to any matters not expressly provided for herein and in the other Basic Documents (including enforcement or collection), the Administrative Agent shall not have be required to exercise any duties discretion or responsibilities except those expressly set forth take any action, but shall be required to act or to refrain from acting (and shall be fully protected in this Agreement so acting or in any refraining from acting) upon the written instructions of the Majority Lenders (or such other Credit Facility Documentnumber or percentage of the Lenders as shall be necessary, or be a trustee for any Lender. Notwithstanding anything pursuant to the contrary contained hereinterms in the Basic Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any action which that (1) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks with respect to such action or (2) is contrary to this Agreement or any other Credit Facility Basic Document or applicable law, including any Governmental Rule action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or exposes reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Majority Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Basic Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any liability. Each financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under the other Basic Documents, the Administrative Agent, Agent is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other obligation other than as expressly set forth herein and in the other Basic Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Basic Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; (ii) where the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Basic Document expressed to be governed by the laws of Canada, or is required or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and liabilities of the Administrative Agent to the Credit Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law; and (iii) nothing in this Agreement or any Basic Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account. (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Basic Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective Affiliates duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall not be responsible apply to any other Lender for such sub-agent and to the Related Parties of the Administrative Agent and any recitalssuch sub-agent, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or in any certificate or other document referred and shall apply to or provided for in, or received by Administrative Agent, or any Lender under their respective activities pursuant to this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein or for any failure by Borrower, its respective Affiliates to perform their respective obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys sub-agent except to the extent that a court of competent jurisdiction determines in fact selected by it with reasonable care. 7.1.2 a final and nonappealable judgment that the Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own acted with gross negligence or willful misconduct. Without limiting misconduct in the generality selection of such sub-agent. (e) In case of the foregoingpendency of any proceeding with respect to any Obligor under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (a) may treat irrespective of whether the payee principal of any Note Loan or any Reimbursement Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the holder thereof until Administrative Agent receives written notice shall have made any demand on any Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the assignment principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or transfer thereof signed by such payee advisable in order to have the claims of the Lenders, the Issuing Banks and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel Agent (including counsel for Borrower)any claim under Sections 2.03, independent public accountants 4.02, 5.08, 6.01, 6.05, 6.06, 6.08, 12.03 and 12.04) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other experts selected property payable or deliverable on any such claims and to distribute the same; (iii) and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by it each Lender, each Issuing Bank and each other Credit Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall not be liable for any action taken or omitted consent to be taken in good faith by them in accordance with the advice making of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as payments directly to the performance Lenders, the Issuing Banks or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Basic Documents (including under Sections 12.03 and 12.04). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding. (f) The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except solely to the extent of the Borrowers’ rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Borrowers or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions. Each Credit Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Obligations provided under the Basic Documents, Administrative Agent shall take such action with respect to have agreed to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may beprovisions of this Article.

Appointment, Powers and Immunities. 7.1.1 Each Lender Bank hereby irrevocably appoints and authorizes Administrative Agent Fleet to act as its Administrative Agent, provided, however, the Administrative Agent is hereby authorized to serve only as administrative agent hereunder for the Banks and under the other Credit Facility Documents with to exercise such powers as are expressly delegated to Administrative Agent by the terms of reasonably incidental thereto and as are set forth in this Agreement and the other Credit Facility Loan Documents. The Administrative Agent hereby acknowledges that it does not have the authority to negotiate any agreement which would bind the Banks or agree to any amendment, 69 -63- waiver or modification of any of the Loan Documents or bind the Banks except as set forth in this Agreement or the Loan Documents. Except as provided in this Agreement, and in the other Loan Documents, together with such other powers the Administrative Agent shall take action or refrain from acting only upon instructions of the Banks. It is agreed that the duties, rights, privileges and immunities of the Issuing Banks, in their capacity as are reasonably incidental theretoissuers of Letters of Credit hereunder, shall be identical to the duties, rights, privileges and immunities of the Administrative Agent as provided in this Section 16. The Administrative Agent shall not have any duties or responsibilities or any fiduciary relationship with any Bank except those expressly set forth in this Agreement or in any and the other Credit Facility Document, or be a trustee for any LenderLoan Documents. Notwithstanding anything to Neither the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and nor any of their respective Affiliates its affiliates shall not be responsible to any other Lender the Banks for any recitals, statements, representations or warranties made by the Borrower or its Affiliates any other Person whether contained in this Agreement herein or in any certificate otherwise or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes other Loan Documents or any other document referred to or provided for herein or therein or for any failure by Borrower, its respective Affiliates the Borrower or any other Person to perform their respective its obligations hereunder or thereunderthereunder or in respect of the Notes. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . The Administrative Agent Agent, the Agents and its any of their directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewithherewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, The Administrative Agent (a) may treat in its separate capacity as a Bank shall have the payee of same rights and powers hereunder as any Note as other Bank. The Co-Documentation Agents and the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) Co-Syndication Agents shall not have any right, power, obligation, liability, responsibility or duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Credit Agreement and the in such capacity, other Credit Facility Documentsthan, Administrative Agent shall take such action with respect to the Credit Facility Documents Co-Documentation Agents and BOA, those applicable to all Banks as shall be directed by the Majority Lenders or Required Lenders, as the case may beBanks.

Appointment, Powers and Immunities. 7.1.1 13.1.1 Each Lender hereby appoints and authorizes Administrative SVB as Servicing Agent to act as its agent hereunder and under the other Credit Facility Loan Documents and each Lender hereby irrevocably authorizes Servicing Agent to act hereunder and thereunder as Servicing Agent of such Lender. Servicing Agent agrees to act as such upon the express conditions contained in this Section 13. In performing its functions and duties under this Agreement and under the other Loan Documents, Servicing Agent shall act solely as Servicing Agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower. 13.1.2 Each Lender irrevocably authorizes Servicing Agent to take such actions on such Lender's behalf and to exercise such powers hereunder as are expressly specifically delegated to Administrative Servicing Agent by the terms of this Agreement and the other Credit Facility Documentshereof, together with such other powers as are reasonably incidental thereto. Administrative Servicing Agent shall not have any only those duties or responsibilities except those expressly set forth which are specified in this Agreement and it may perform such duties by or in any other Credit Facility Documentthrough its agents, representatives or be a trustee for any Lenderemployees. Notwithstanding anything to the contrary contained hereinIn performing its duties hereunder on behalf of Lenders, Administrative Servicing Agent shall not be required to take any action exercise the same care which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to any other Lender for any recitals, statements, representations or warranties it would exercise in dealing with loans made by Borrower or its Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein or for any failure by Borrower, its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it with reasonable care. 7.1.2 Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoingaccount, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by but it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legalityeffectiveness, genuineness, validity, enforceability, genuinenesscollectability or sufficiency of all or any of the Loan Documents, sufficiency or value of for any Credit Facility Document representations, warranties, recitals or statements made herein or therein or made in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other instrument documents furnished or document furnished pursuant heretodelivered in connection herewith or therewith by Servicing Agent to any Lender or by or on behalf of Borrower to Servicing Agent or any Lender, or be required to ascertain or inquire as to the performance or observances of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Advances of amounts drawn under the Letters of Credit. Except Servicing Agent shall not be responsible for insuring the Collateral or for the payment of any taxes, assessments, charges or any other charges or liens of any nature whatsoever upon the Collateral or otherwise for the maintenance of the Collateral, except in the event Servicing Agent enters into possession of a part or all of the Collateral, in which event Servicing Agent shall preserve the part in its possession. Unless the officers of Servicing Agent acting in their capacity as otherwise provided officers of Servicing Agent on Borrower's account have actual knowledge thereof or have been notified in writing thereof by Lenders, Servicing Agent shall not be required to ascertain or inquire as to the existence or possible existence of any Event of Default. Neither Servicing Agent nor any of its officers, directors, employees, representatives or agents shall be liable to Lenders for any action taken or omitted hereunder or under any of the other Loan Documents or in connection herewith or therewith unless caused by its or their gross negligence or willful misconduct. No provision of this Agreement or of any other Loan Document shall be deemed to impose any duty or obligation on Servicing Agent to perform any act or to exercise any power in any jurisdiction in which it shall be illegal, or shall be deemed to impose any duty or obligation on Servicing Agent to perform any act or exercise any right or power if such performance or exercise (i) would subject Servicing Agent to a tax in a jurisdiction where it is not then subject to a tax or (ii) would require Servicing Agent to qualify to do business in any jurisdiction where it presently is not so qualified. Without prejudice to the generality of the foregoing, no Lender shall have any right of action whatsoever against Servicing Agent as a result of Servicing Agent acting or (where so instructed) refraining from acting under this Agreement and or under any of the other Credit Facility Documents, Administrative Agent shall take such action Loan Documents in accordance with respect to the Credit Facility Documents as shall be instructions of Lenders. Unless otherwise directed by the Majority Requisite Lenders under Section 9.1 or Required Lendersany other applicable provision of this Agreement, as Servicing Agent shall be entitled to refrain from exercising any power, discretion or authority vested in it under this Agreement unless and until it has obtained written instructions of any Lender. The agency hereby created shall in no way impair or affect any of the case may berights and powers of, or impose any duties or obligations upon Servicing Agent in its individual capacity.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent and each Lender hereby appoint and authorize the Collateral Agent to act as its agent hereunder and under the other Credit Documents with such powers as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Lead Arranger or the Managing Lead Arranger shall not have any duties or responsibilities or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not require the consent of any of the Lead Arranger or the Managing Lead Arranger in such capacity. Neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, herein neither the Administrative Agent nor the Collateral Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Administrative Agent to any liabilityRule. Each of Neither the Administrative Agent, the Lenders and Collateral Agent nor any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent and the Collateral Agent may employ its own respective agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent, the Collateral Agent and its nor any of their directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Administrative Agent, shall take such action with respect to the Credit Facility Documents, Documents as shall be directed by the Required Lenders or in the absence of such direction such action as the Administrative Agent in good xxxxx xxxxx advisable under the circumstances. The Collateral Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Administrative Agent or the Required Lenders or Required Lenders, in the absence of such direction such action as the case Collateral Agent in good xxxxx xxxxx advisable under the circumstances (the Required Lenders agree that all instructions to the Collateral Agent from the Required Lenders will be delivered through the Administrative Agent). (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 the Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. For the avoidance of doubt, notwithstanding anything to the contrary herein or the other Credit Documents, the Administrative Agent is acting as administrative agent for the Lenders only and the Administrative Agent is not acting as administrative agent for any Affiliates of the Lenders that are providing Lender Bank Products or are party to Lender Rate Contracts; such Affiliates that are receiving the benefit of the Collateral are receiving such benefit as an accommodation from the Administrative Agent in its capacity as collateral agent for such Affiliates and the Administrative Agent shall have no liability whatsoever to such Affiliates. The Co-Documentation Agents and the Lead Arranger shall not have any duties or responsibilities or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not require the consent of any Co-Documentation Agent or, except to the extent expressly set forth in Section 8.04(i), the Lead Arranger in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any LenderLender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) or have any fiduciary duty to any Lender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products). Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rules. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Required Lenders or Required Lendersin the absence of such direction, such action as the case Administrative Agent in good xxxxx xxxxx advisable under the circumstances. (b) Any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.01(a) 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 and hereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VII, Section 8.02 and Section 8.03 as if set forth in full herein with respect thereto. (c) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby irrevocably appoints and authorizes Administrative Agent to act on its behalf as its agent Administrative Agent hereunder and under the other Credit Facility Documents with and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Administrative Agent and the Lenders, and Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Facility Documents (or any other similar term) with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Administrative Agent shall not have any duties or responsibilities obligations except those expressly set forth in this Agreement or in any other Credit Facility Document, or and its duties hereunder shall be a trustee for any Lenderadministrative in nature. Notwithstanding anything to the contrary contained herein, Administrative Agent: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether an Inchoate Default has occurred and is continuing; (ii) shall not have any duty to take any action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Facility Documents that 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 Credit Facility Documents); provided Administrative Agent shall not be required to take any action which that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule Rule, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Law or exposes that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law; and (iii) shall not, except as expressly set forth herein and in the other Credit Facility Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent to or any liabilityof its Affiliates in any capacity. Each of Administrative Agent, Agent and the Lenders and any of their respective Affiliates shall not be responsible to any other Lender for or have any recitalsduty to ascertain or inquire into (i) any statement, statements, representations representation or warranties warranty made by Borrower or its Affiliates contained made in or in connection with this Agreement or in any certificate other Credit Facility Document, (ii) the contents of any certificate, report or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementAgreement or any Credit Facility Document, for (iii) the valueperformance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, effectiveness, genuineness, genuineness or enforceability or sufficiency of this Agreement, the Notes any other Credit Facility Document or any other document referred to agreement, instrument or provided for herein document, or (v) for any failure by Borrower, its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it with reasonable care. 7.1.2 Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders. 7.1.3 Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Facility Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Affiliates of Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facility provided for in this Agreement as well as activities as Administrative Agent. Administrative Agent shall not be responsible for the case may benegligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender and each LC Issuing Bank hereby appoints and authorizes Administrative Agent Investec Bank plc to act as its agent Administrative Agent hereunder and under the other Credit Facility Financing Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Financing Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Financing Document, or and shall not be a trustee for for, or fiduciary of, any Lender. Notwithstanding anything to the contrary contained herein, herein Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document Financing Documents or any Governmental Rule Legal Requirement or exposes Administrative Agent to any liability. Each of Administrative Agent, the LC Issuing Banks, the Lenders and any of their respective Affiliates shall not be responsible to any other Lender or LC Issuing Bank for any recitals, statements, representations or warranties made by any Borrower Entity or its their respective Affiliates contained in this Agreement or any other Financing Document or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementAgreement or any other Financing Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Notes, any other Financing Document or any other document referred to or provided for herein or for any failure by Borrowerany Borrower Entity, its or their respective Affiliates to perform their its respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. It is understood and agreed that the use of the term “agent” herein or in any other Financing Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. 7.1.2 (b) Administrative Agent and its directors, officers, officers and employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Financing Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, Administrative Agent (ai) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form and substance satisfactory to Administrative Agent; (bii) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it with reasonable care and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Operative Document; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Operative Document on the part of any party thereto or to inspect the property (including the books and records) of any Borrower Entity or any other Person; and (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Operative Document or any other instrument or document furnished pursuant heretohereto or thereto. Except as otherwise provided under this Agreement and the other Credit Facility DocumentsAgreement, Administrative Agent shall take such action with respect to the Credit Facility Financing Documents as shall be directed by the Majority Required Lenders and shall not be liable for any action taken or not taken by it with the consent or at the request or direction of the Required LendersLenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances). (c) In furtherance of the foregoing, Administrative Agent, each LC Issuing Bank, and each of the Lenders hereby irrevocably appoint and authorize Collateral Agent to act as the agent of (and to hold any security interest created by certain of the Collateral Documents for and on behalf of or as agent for) Administrative Agent, the LC Issuing Banks, the Lenders and the other Secured Parties for purposes of acquiring, holding, perfecting and enforcing any and all Liens on certain Collateral granted by any Borrower Entity (in each case to the extent directed by Administrative Agent) to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Collateral Agent, in such capacity (and any co-agents, sub-agents and attorneys-in-fact appointed by Administrative Agent or Collateral Agent for purposes of holding or enforcing any Lien on any Collateral granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of Administrative Agent or Collateral Agent), shall be entitled to the benefits of all provisions of this Article 9 and Sections 11.3 and 11.12 (including, for avoidance of doubt, all of the rights, protections, privileges, immunities and exculpations provided for therein) to the same extent as “Administrative Agent” thereunder as if set forth in full herein with respect thereto (and such provisions shall, as the case context may berequire, inure to the benefit thereof). Additionally, each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Financing Documents to be exercised by or vested in or conveyed to Administrative Agent with respect to any applicable Collateral shall be exercisable by and vest in Collateral Agent to the extent, and only to the extent, necessary to enable Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Financing Documents and necessary to the exercise or performance thereof by Collateral Agent shall run to and be enforceable by any of Administrative Agent or Collateral Agent. Should any instrument in writing from any Borrower Entity be required by Collateral Agent or any such co-agents, sub-agents and attorneys-in-fact for more fully and certainly vesting in and confirming to it such rights, powers, privileges and duties, such Borrower Entity shall execute, acknowledge (or shall cause to be executed and acknowledged) and deliver any and all such instruments promptly upon request by Administrative Agent or Collateral Agent, as applicable. Collateral Agent is an express third party beneficiary of this Section 9.1(c), entitled to enforce the provisions hereof as if a direct party hereto. (d) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Financing Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent appointed by the Administrative Agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities under this Agreement as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent, as applicable, acted with gross negligence or willful misconduct in the selection of such sub-agents.

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby irrevocably appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Loan Documents with such powers as are expressly specifically delegated to Administrative Agent by the terms of this Agreement and of the other Credit Facility Loan Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not be a party to each of the Loan Documents (other than the Notes) as secured party, beneficiary, indemnitee, and such other applicable capacities, on behalf of and for the benefit of Lenders (and each Lender hereby ratifies and reaffirms the Loan Documents so executed and agrees to be bound by the terms thereof) and hold all Collateral covered thereby for the benefit of the Lenders, and receive all payments or proceeds received in connection therewith for the undivided benefit and protection of the Lenders in accordance with the terms and conditions of this Agreement. As soon as practicable after each such receipt of proceeds by Administrative Agent, Administrative Agent shall determine the respective amounts to be distributed and promptly thereafter shall credit to itself the amount to which it is entitled (as Administrative Agent, Lender or otherwise) and wire the amounts to which the other Lenders are entitled in accordance with such written instruction as each Lender from time to time may deliver to Administrative Agent. Each Lender shall hold its own Note and shall receive a copy of each Loan Document. Administrative Agent (which term as used in this Section 7 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents) shall not: have any duties or responsibilities except those expressly set forth in this Agreement or and in any the other Credit Facility DocumentLoan Documents, or be a trustee for any Lender. Notwithstanding anything to the contrary contained herein, Administrative Agent and shall not be required to take any action which is contrary to by reason of this Agreement or any other Credit Facility Loan Document be a fiduciary or trustee for any Lender except to the extent that Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall Administrative Agent have any fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to the Borrower or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not other Lender; be responsible to any other Lender the Lenders for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by Administrative Agentany of them under, this Agreement or any other Loan Document, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by Borrower, its respective Affiliates the Borrower or any other Person to perform their respective obligations any of its Obligations hereunder or thereunder; be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct; except to the extent expressly instructed in writing by the Required Lenders with respect to collateral security under the Loan Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; and be required to take any action which is contrary to this Agreement or any other Loan Document or Governmental Requirement. The relationship between and among Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to impose on Administrative Agent any obligations other than those for which express provision is made herein or in the other Loan Documents. Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 in good faith. Administrative Agent may deem and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any a Note as the holder thereof for all purposes hereof unless and until Administrative Agent receives written a notice of the assignment or transfer thereof signed by such payee shall have been filed with Administrative Agent pursuant to Section 14.07. Except to the extent expressly provided in Sections 13.08, 13.10, and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower13.11(g), independent public accountants the provisions of this Section 13 are solely for the benefit of Administrative Agent and other experts selected by it the Lenders, and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) Borrower shall not have any duty to ascertain or to inquire rights as to the performance or observance a third-party beneficiary of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement provisions hereof and the other Credit Facility Documents, Administrative Agent shall take and Lenders may, pursuant to a written agreement executed by all such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders Persons, Modify or Required Lenders, as the case may bewaive such provisions of this Section 13 in their sole and absolute discretion.

Appointment, Powers and Immunities. 7.1.1 Each Lender Bank hereby irrevocably appoints and authorizes Administrative Agent (a) MGT to act as its agent Documentation Agent, (b) MGT to act as Administrative Agent, and (c) MBC to act as Canadian Agent hereunder and under the other Credit Facility Documents with Loan Documents, provided, however, the Administrative Agent, Documentation Agent, and Canadian Agent are hereby authorized to serve only as administrative and documentation agents, as applicable, for the Banks and to exercise such powers as are expressly delegated to Administrative Agent by the terms of reasonably incidental thereto and as are set forth in this Agreement and the other Credit Facility Loan Documents. The Bank Agents hereby acknowledge that they do not have the authority to negotiate any agreement which would bind the Banks or agree to any amendment, waiver or modification of any of the Loan Documents or bind the Banks except as set forth in this Agreement or the Loan Documents. Except as provided in this Agreement, and in the other Loan Documents, together with such other powers the Bank Agents shall take action or refrain from acting only upon instructions of the Banks. It is agreed that the duties, rights, privileges and immunities of the Issuing Banks, in their capacity as are reasonably incidental theretoissuers of Letters of Credit hereunder, shall be identical to the duties, rights, privileges and immunities of the Bank Agents 93 -87- as provided in this Section 16. Administrative Agent The Bank Agents shall not have any duties or responsibilities or any fiduciary relationship with any Bank except those expressly set forth in this Agreement or in any and the other Credit Facility Document, or be a trustee for any LenderLoan Documents. Notwithstanding anything to None of the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and Bank Agents nor any of their respective Affiliates affiliates shall not be responsible to any other Lender the Banks for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, the Borrowers or any Lender under this Agreement, other Person whether contained herein or otherwise or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes other Loan Documents or any other document referred to or provided for herein or therein or for any failure by Borrower, its respective Affiliates the Borrowers or any other Person to perform their respective its obligations hereunder or thereunderthereunder or in respect of the Notes. Administrative Agent The Bank Agents may employ agents and attorneys in attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 Administrative Agent and its . Neither the Bank Agents nor any of their directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewithherewith, except for its or their own gross negligence or willful misconduct. Without limiting Any Bank Agent in its separate capacity as a Bank shall have the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note same rights and powers hereunder as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may beBank.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. Any reference to the Lead Arranger, the Co-Documentation Agents, the Co-Managing Agents or the Syndication Agent in any of the Credit Documents shall be solely for titular purposes and Rabobank, as the Lead Arranger, Wxxxx Fargo, as the Syndication Agent, ING Capital LLC, as a Co-Documentation Agent, Barclays Bank PLC, as a Co-Documentation Agent, Royal Bank of Canada, as a Co-Managing Agent, and The PrivateBank and Trust Company, as a Co-Managing Agent, shall not have any duties, responsibilities or obligations or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not require the consent of the Lead Arranger, the Syndication Agent, the Co-Documentation Agents or the Co-Managing Agents in such respective capacities. The Administrative Agent shall not (i) have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or (ii) be a trustee for any Lender or (iii) have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rule. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any CBII Entity contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality , as determined by a final non-appealable judgment of the foregoing, Administrative Agent (a) may treat the payee a court of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant heretocompetent jurisdiction. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders. Each of the Secured Parties hereby appoints the administrative agent for the Lenders (or any successor appointed in accordance with Section 7.06) to act as its agent (in such capacity, the “Collateral Agent”) with respect to all matters relating to the Security Documents and Rabobank, as administrative agent for the case Lenders as of the Effective Date, hereby accepts such appointment. (b) The L/C Issuer shall act on behalf of the Revolving 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 beagree at the request of the Required Revolving 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 Administrative Agent in this Article VII with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by them or proposed to be issued by them 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 VII included the L/C Issuer with respect to such acts or omissions and (ii) as additionally provided herein with respect to the L/C Issuer. (c) The Administrative Agent shall be released from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch, BGB).

Appointment, Powers and Immunities. 7.1.1 Each Lender Bank hereby irrevocably appoints and authorizes Administrative Agent Fleet to act as its Administrative Agent, provided, however, the Administrative Agent is hereby authorized to serve only as administrative agent hereunder for the Banks and under the other Credit Facility Documents with to exercise such powers as are expressly delegated to Administrative Agent by the terms of reasonably incidental thereto and as are set forth in this Agreement and the other Credit Facility Loan Documents. The Administrative Agent hereby acknowledges that it does not have the authority to negotiate any agreement which would bind the Banks or agree to any amendment, waiver or modification of any of the Loan Documents or bind the Banks except as set forth in this Agreement or the Loan Documents. Except as provided in this Agreement, and in the other Loan Documents, together with such other powers the Administrative Agent shall take action or refrain from acting only upon instructions of the Banks. It is agreed that the duties, rights, privileges and immunities of the Issuing Banks, in their capacity as are reasonably incidental theretoissuers of Letters of Credit hereunder, shall be identical to the duties, rights, privileges and immunities of the Administrative Agent as -61- provided in this Section 15. The Administrative Agent shall not have any duties or responsibilities or any fiduciary relationship with any Bank except those expressly set forth in this Agreement or in any and the other Credit Facility Document, or be a trustee for any LenderLoan Documents. Notwithstanding anything to Neither the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and nor any of their respective Affiliates its affiliates shall not be responsible to any other Lender the Banks for any recitals, statements, representations or warranties made by the Borrower or its Affiliates any other Person whether contained in this Agreement herein or in any certificate otherwise or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes other Loan Documents or any other document referred to or provided for herein or therein or for any failure by Borrower, its respective Affiliates the Borrower or any other Person to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . The Administrative Agent Agent, the Agents and its any of their directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewithherewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, The Administrative Agent (a) may treat in its separate capacity as a Bank shall have the payee of same rights and powers hereunder as any Note as other Bank. The Co-Documentation Agents and the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) Co-Syndication Agents shall not have any right, power, obligation, liability, responsibility or duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Credit Agreement and the in such capacity, other Credit Facility Documentsthan, Administrative Agent shall take such action with respect to the Credit Facility Documents Co-Documentation Agents and BOA, those applicable to all Banks as shall be directed by the Majority Lenders or Required Lenders, as the case may beBanks.

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby irrevocably appoints and authorizes Administrative Agent to act on its behalf as its agent Administrative Agent hereunder and under the other Credit Facility Documents with and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Administrative Agent and the Lenders, and Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Facility Documents (or any other similar term) with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Administrative Agent shall not have any duties or responsibilities obligations except those expressly set forth in this Agreement or in any other Credit Facility Document, or and its duties hereunder shall be a trustee for any Lenderadministrative in nature. Notwithstanding anything to the contrary contained herein, Administrative Agent: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether an Inchoate Default has occurred and is continuing; (ii) shall not have any duty to take any action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Facility Documents that 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 Credit Facility Documents); provided Administrative Agent shall not be required to take any action which that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule Rule, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Law or exposes that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law; and (iii) shall not, except as expressly set forth herein and in the other Credit Facility Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent to or any liabilityof its Affiliates in any capacity. Each of Administrative Agent, Agent and the Lenders and any of their respective Affiliates shall not be responsible to any other Lender for or have any recitalsduty to ascertain or inquire into (i) any statement, statements, representations representation or warranties warranty made by Borrower or its Affiliates contained made in or in connection with this Agreement or in any certificate other Credit Facility Document, (ii) the contents of any certificate, report or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementAgreement or any Credit Facility Document, for (iii) the valueperformance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, effectiveness, genuineness, genuineness or enforceability or sufficiency of this Agreement, the Notes any other Credit Facility Document or any other document referred to agreement, instrument Table of Contents or provided for herein document, or (v) for any failure by Borrower, its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it with reasonable care. 7.1.2 Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders. 7.1.3 Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Facility Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Affiliates of Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facility provided for in this Agreement as well as activities as Administrative Agent. Administrative Agent shall not be responsible for the case may benegligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Appointment, Powers and Immunities. 7.1.1 Each Lender of the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee hereby irrevocably appoints and authorizes Administrative Agent Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated to act as its agent Collateral Agent hereunder and under the other Credit Facility Security Documents (and each subsequent holder of any of the Repo Obligations or any successor trustee under the Note A Indenture and the Note B Indenture, by its acceptance thereof, so appoints and authorizes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated) with such powers as are expressly specifically delegated to Administrative the Collateral Agent by the terms of this Agreement and the other Credit Facility Security Documents, together with such other powers as are reasonably incidental thereto. Administrative The Collateral Agent (which term as used in this Agreement shall not include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (i) shall have any no duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Documentand the Security Documents, or be a trustee for any Lender. Notwithstanding anything to the contrary contained herein, Administrative Agent and shall not be required to take any action which is contrary to by reason of the transactions contemplated by this Agreement or any other Credit Facility Document of the Security Documents be a trustee or fiduciary for either the Repo Purchaser, the Note A Indenture Trustee or the Note B Indenture Trustee or any Governmental Rule Noteholder or exposes Administrative Agent to any liability. Each beneficial holder of Administrative Agent, the Lenders and any of their respective Affiliates the Repo Obligations ; (ii) shall not be responsible to either the Repo Purchaser, the Note A Indenture Trustee or the Note B Indenture Trustee or any other Lender Noteholder or beneficial holder of any of the Repo Obligations for any recitals, statements, representations or warranties (other than any thereof expressly made by Borrower the Collateral Agent or its Affiliates any officer thereof) contained in this Agreement or in any of the Security Documents or in any certificate or other document referred to received by any of them under this Agreement or provided for inany of the Security Documents, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein of the Security Documents or for any failure by Borrowerthe Repo Purchaser, its respective Affiliates the Note A Indenture Trustee or the Note B Indenture Trustee or any other Person to perform their respective any of its obligations hereunder or thereunder; and (iii) shall not be responsible to the Repo Purchaser, the Note A Indenture Trustee, the Note B Indenture Trustee, any Noteholder or any beneficial holder of the Repo Obligations for any action taken or omitted to be taken by it hereunder or under any of the Security Documents, except for its own gross negligence or willful misconduct. Administrative The Collateral Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 Administrative in good faith. The Collateral Agent may deem and its directors, officers, employees or agents shall not be responsible treat the Note A Indenture Trustee and the Note B Indenture Trustee as acting on behalf and for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality benefit of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice holders of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement Series A Notes and the other Credit Facility Series B Notes, respectively, for all purposes hereof and for all purposes under the Security Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Loan Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. For the avoidance of doubt, notwithstanding anything to the contrary herein or the other Loan Documents, the Administrative Agent is acting as administrative agent for the Lenders only and the Administrative Agent is not acting as administrative agent for any other Lender Parties; the Lender Parties (other than the Lenders) that are receiving the benefit of the Collateral are receiving such benefit as an accommodation from the Administrative Agent in its capacity as collateral agent for such Lender Parties and the Administrative Agent shall have no liability whatsoever to such Lender Parties. The Syndication Agent, the Documentation Agent, the Sole Bookrunner and the Joint Lead Arrangers shall not have any duties or responsibilities or any liabilities under this Agreement or any other Loan Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Loan Documents shall not require the consent of the Syndication Agent, the Documentation Agent, the Sole Bookrunner or, except to the extent expressly set forth in Section 8.04(g), any Joint Lead Arranger, in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Loan Document, or be a trustee for any LenderLender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) or have any fiduciary duty to any Lender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products). Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Loan Document or any applicable Governmental Rule or exposes Rules. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementLoan Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Loan Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Loan Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Loan Documents as shall be directed by the Majority Required Lenders or in the absence of such direction, such action as the Administrative Agent in good xxxxx xxxxx advisable under the circumstances. Without limiting the foregoing, the Administrative Agent and its directors, officers, agents, employees and attorneys may approve of, grant consents and otherwise make decisions with respect to matters related to the construction or consummation of any portion of the Expansion Project (unless otherwise instructed by the Required Lenders), and shall not be liable for any such action taken or not taken by it in good faith. (b) Any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.01(a) 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 and hereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VII, Section 8.02 and Section 8.03 as if set forth in full herein with respect thereto. (c) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the case Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 10.1.1 Each Lender Bank hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee or a fiduciary for any LenderBank. Notwithstanding anything to the contrary contained herein, herein Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document Documents or any Governmental Rule Legal Requirement or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders Banks and any of their respective Affiliates shall not be responsible to any other Lender Bank for any recitals, statements, representations or warranties made by Borrower either Partner, any Portfolio Entity or its Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender Bank under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein or for any failure by Borrowereither Partner, any Portfolio Entity or its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care.. 111 7.1.2 10.1.2 Administrative Agent and its respective directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Bank for any statements, warranties or representations made in or in connection with any Project Document, Turbine Purchase Contract or Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Operative Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower any Portfolio Entity or any other Person; and (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Operative Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility DocumentsAgreement, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may beBanks.

Appointment, Powers and Immunities. 7.1.1 Each Lender, each Ancillary Lender and the Issuing Bank hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Loan Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender, each Ancillary Lender and the Issuing Bank hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. For the avoidance of doubt, notwithstanding anything to the contrary herein or in the other Loan Documents, the Administrative Agent is acting as administrative agent for the Lenders, the Ancillary Lenders and the Issuing Bank only and the Administrative Agent is not acting as administrative agent for any other Agents, Joint Lead Arrangers, Joint Bookrunners, Left Lead Arranger or Left Lead Bookrunner. The Syndication Agent, Joint Lead Arrangers, Joint Bookrunners, Left Lead Arranger and Left Lead Bookrunner shall not have any duties or responsibilities or any liabilities under this Agreement or any other Loan Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Loan Documents shall not require the consent of the Syndication Agent, Joint Bookrunners or Left Lead Bookrunner or, except to the extent expressly set forth in Section 9.02, Joint Lead Arrangers or Left Lead Arranger, in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Loan Document, or be a trustee for any Lender, Ancillary Lender or the Issuing Bank or have any fiduciary duty to any Lender, Ancillary Lender or the Issuing Bank. Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Loan Document or any Governmental Rule or exposes applicable Requirement of Law. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender or Ancillary Lender shall not be responsible to any other Lender or Ancillary Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates the Borrowers contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementLoan Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Loan Document or for any failure by Borrower, its respective Affiliates any Borrower to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender, Ancillary Lender or the Issuing Bank for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender, Ancillary Lender or the Issuing Bank for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Loan Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Loan Documents as shall be directed by the Majority Required Lenders (or Required Lendersall or such other portion of the Lenders as required by Section 9.02) or in the absence of such direction, such action as the case may be.Administrative Agent in good xxxxx xxxxx advisable under the circumstances. -92-

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rule. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, . (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 the case Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Loan Documents with such powers as are expressly specifically delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Loan Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in Each Lender hereby irrevocably appoints and authorizes TDSI to act as Lead Arranger and Book Manager hereunder and under the other Loan Documents with such powers as are specifically delegated to TDSI by the terms of this Agreement or in any and the other Credit Facility DocumentLoan Documents, or be a trustee for any Lendertogether with such other powers as are reasonably incidental thereto. Notwithstanding anything Each Lender hereby irrevocably appoints and authorizes RBC to act as Syndication Agent hereunder and under the contrary contained herein, Administrative Agent shall not be required other Loan Documents with such powers as are specifically delegated to take any action which is contrary to RBC by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby irrevocably appoints and authorizes GSCP to act as a Documentation Agent hereunder and under the other Loan Documents with such powers as are specifically delegated to GSCP by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby irrevocably appoints and authorizes First Union Securities to act as a co-Documentation Agent hereunder and under the other Loan Documents with such powers as are specifically delegated to First Union Securities by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. No Agent or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein or for any failure by Borrower, its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it with reasonable care. 7.1.2 Administrative Agent and its directorsAffiliates, officers, employees directors, partners, employees, attorneys or agents shall not be responsible liable for any action taken or omitted to be taken by it or any of them hereunder or under any other Credit Facility Document or otherwise in connection herewith with this Agreement or therewith, any of the other Loan Documents except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoingpreceding sentence, Administrative each Agent (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; , (b) shall have no duties or responsibilities except those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender, (c) shall not be required to initiate any litigation or collection proceedings hereunder or under any other Loan Document except, in the case of the Administrative Agent, to the extent requested by the Required Lenders, (d) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any Person to perform any of its obligations hereunder or thereunder, (e) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them it in accordance with the advice of such counsel, accountants or experts; , and (cf) makes shall incur no warranty liability under or representation in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing reasonably believed by it to be genuine and signed or sent by the proper party or parties. As to any Lender matters not expressly provided for any statementsby this Agreement, warranties or representations made each Agent shall in all cases be fully protected in acting, or in connection refraining from acting, hereunder in accordance with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to instructions signed by the performance or observance of any Required Lenders, and such instructions 100 107 of the termsRequired Lenders and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders; provided, covenants however, that the no Agent shall be required to take any action which exposes such Agent to liability or conditions of any Credit Facility Document on the part of any party thereto or which is contrary to inspect the property (including the books and records) of Borrower this Agreement or any other Person; and (e) Loan Document or applicable law. No Agent shall not be responsible deemed to have any fiduciary relationship with any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument Loan Party, and no implied covenants, functions, responsibilities, duties, obligations or document furnished pursuant hereto. Except as otherwise provided under liabilities shall be read into this Agreement and or otherwise exist against any Agent. Without limiting the other Credit Facility Documentsgenerality of the foregoing, Administrative Agent shall take such action the use of the term "agent" in this Agreement with respect to any Agent is not intended to connote any fiduciary or other express or implied obligation 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 among independent contracting parties. Each of the Credit Facility Documents Lead Arranger, Book Manager, Syndication Agent and each Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the date hereof, any respective obligations of TDSI, in its capacity as Lead Arranger and Book Manager, RBC, in its capacity as Syndication Agent, GSCP, in its capacity as a Documentation Agent, and First Union Securities, in its capacity as a co-Documentation Agent, shall be directed by the Majority Lenders or Required Lenders, as the case may beterminate.

Appointment, Powers and Immunities. 7.1.1 10.1.1 Each Lender Bank hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee or a fiduciary for any LenderBank. Notwithstanding anything to the contrary contained herein, herein Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document Documents or any Governmental Rule Legal Requirement or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders Banks and any of their respective Affiliates shall not be responsible to any other Lender Bank for any recitals, statements, representations or warranties made by Borrower the Member, any Portfolio Entity or its Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender Bank under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein or for any failure by Borrowerthe Member, any Portfolio Entity or its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 10.1.2 Administrative Agent and its respective directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Bank for any statements, warranties or representations made in or in connection with any Project Document, Turbine Purchase Contract or Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Operative Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower any Portfolio Entity or any other Person; and (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Operative Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility DocumentsAgreement, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may beBanks.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender hereby appoints and authorizes Administrative Agent to act as its agent Administrative Agent hereunder and under the other Credit Facility Financing Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Financing Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Financing Document, or and shall not be a trustee for for, or fiduciary of, any Lender. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Financing Document or any Governmental Rule Legal Requirement or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower any Noble Entity or its their respective Affiliates or any Member contained in this Agreement or any other Financing Document or in any certificate or other document referred to or provided for in, in or received by Administrative Agent, Agent or any Lender under this AgreementAgreement or any other Financing Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Notes, any other Financing Document or any other document referred to or provided for herein or for any failure by Borrower, its any Noble Entity or their respective Affiliates or any Member to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents Administrative Agents and attorneys in attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents Administrative Agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 (b) Administrative Agent and its respective directors, officers, employees or agents Administrative Agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Financing Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, Administrative Agent (ai) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form and substance satisfactory to Administrative Agent; (bii) may consult with legal counsel (including counsel for Borrowerany Noble Entity), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Operative Document; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Operative Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower any Noble Entity or any other Person; and (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Operative Document or any other instrument or document furnished pursuant heretohereto or thereto. Except as otherwise provided under this Agreement and the other Credit Facility DocumentsAgreement, Administrative Agent shall take such action with respect to the Credit Facility Financing Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower the Obligors or its their Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein or for any failure by Borrowerthe Obligors, its their respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it with reasonable care. 7.1.2 (b) Administrative Agent and its directors, officers, employees employees, advisors or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconductmisconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrowerthe Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower the Obligors or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 Each Lender Creditor hereby irrevocably designates, appoints and authorizes Administrative Agent Congress Financial Corporation (Central) to act as its agent hereunder and Collateral Agent under the other Credit Facility Documents Mortgage Note Intercreditor Agreement with such powers as are expressly specifically delegated to Administrative Collateral Agent by the terms of this Agreement and delegated to Revolving Loan Agent under the other Credit Facility DocumentsRevolving Creditor Agreements with respect to the Revolving Loan Collateral and delegated to the Term Loan Agent under the Term Creditor Agreements with respect to the Term Loan Collateral, together with such other powers as are reasonably incidental theretothereto with respect to the Mortgage Note Intercreditor Agreement, including without limitation, the execution, delivery, performance and enforcement of the Mortgage Note Intercreditor Agreement. Administrative Collateral Agent (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Documentthe Mortgage Note Intercreditor Agreement, or be a trustee for any Lender. Notwithstanding anything to the contrary contained herein, Administrative Agent and shall not be required to take any action which is contrary to by reason of this Agreement or any other Credit Facility Document Security Agreement be a trustee or fiduciary for any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Creditor; (b) shall not be responsible to any other Lender Creditors for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement (except for the representations by Collateral Agent set forth in Section 5.1(e) hereof) or in any of the Security Agreements, or in any certificate or other document referred to or provided for in, or received by Administrative Agentany of them under, or any Lender under this Agreement, the Mortgage Note Intercreditor Agreement or any Security Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any Security Agreement or any other document referred to or provided for herein or therein or for any failure by Borrower, its respective Affiliates Borrower or any other Person to perform their respective any of its obligations hereunder or thereunder; and (c) shall not be responsible to Creditors for any action taken or omitted to be taken by it hereunder or under any Security Agreement or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct as determined by a final non-appealable order of a court of competent jurisdiction. Administrative Collateral Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 Administrative Agent and its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconductgood faith. Without limiting the generality of the me foregoing, Administrative Collateral Agent (a) may, at its option, delegate any of its rights and powers under any Security Agreement with respect to Collateral located outside the United States to an affiliate of Collateral Agent having offices outside the United States. Collateral Agent may deem and treat the payee of any Note promissory note as the holder thereof in connection with the exercise of its power and authority as Collateral Agent unless and until Administrative Collateral Agent receives shall have received a written notice from Term Loan Agent of the assignment or transfer thereof signed by providing such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action information with respect to the Credit Facility Documents assignee as shall be directed by the Majority Lenders or Required Lenders, Collateral Agent may reasonably require. Collateral Agent may rely upon such notice from Term Loan Agent as the case may beprovided in Section 2.2 hereof.

Appointment, Powers and Immunities. 7.1.1 Each Lender Bank hereby irrevocably appoints and authorizes Administrative Agent FNBB to act as its agent Administrative Agent hereunder and under the other Credit Facility Documents with Loan Documents, and to exercise such powers as are expressly delegated to Administrative Agent by the terms of reasonably incidental thereto and as are set forth in this Agreement and the other Credit Facility Loan Documents. The Administrative Agent hereby acknowledges that it does not have the authority to negotiate any agreement which would bind the Banks or agree to any amendment, waiver or modification of any of the Loan Documents or bind the Banks except as set forth in this Agreement or the Loan Documents. Except as provided in this Agreement and in the other Loan Documents, together with such other powers the Administrative Agent shall take action or refrain from acting only upon instructions of the Banks. It is agreed that the duties, rights, privileges and immunities of the Administrative Agent, in its capacity as are reasonably incidental theretoissuer of Letters of Credit hereunder, shall be identical to the duties, rights, privileges and immunities of the Administrative Agent as provided in this 15. The Administrative Agent shall not have any duties or responsibilities or any fiduciary relationship with any Bank except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any LenderAgreement. Notwithstanding anything to Neither the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and nor any of their respective Affiliates its affiliates shall not be responsible to any other Lender the Banks for any recitals, statements, representations or warranties made by the Borrower or its Affiliates any other Person whether contained in this Agreement herein or in any certificate otherwise or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes other Loan Documents or any other document referred to or provided for herein or therein or for any failure by Borrower, its respective Affiliates the Borrower or any other Person to perform their respective its obligations hereunder or thereunderthereunder or in respect of the Notes. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewithherewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, The Administrative Agent (a) may treat in its separate capacity as a Bank shall have the payee of any Note same rights and powers hereunder as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant heretoBank. Except as otherwise provided under this Agreement and the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.Actions

Appointment, Powers and Immunities. 7.1.1 9.1.1 Each Lender Bank hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee or a fiduciary for any LenderBank. Notwithstanding anything to the contrary contained herein, herein Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document Documents or any Governmental Rule Legal Requirement or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders Banks and any of their respective Affiliates shall not be responsible to any other Lender Bank for any recitals, statements, representations or warranties made by Borrower NRG Energy, the Member, any Affiliate Pledgor, any Portfolio Entity or its Affiliates contained in this Agreement the Credit Documents or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender Bank under this Agreementthe Credit Documents, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreementthe Credit Documents, the Notes or any other document referred to or provided for herein or for any failure by BorrowerNRG Energy, the Member, any Affiliate Pledgor, any Portfolio Entity or its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 9.1.2 Administrative Agent and its respective directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such 106 119 counsel, accountants or experts; (c) makes no warranty or representation to any Lender Bank for any statements, warranties or representations made in or in connection with any Credit Facility Operative Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Operative Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower any Portfolio Entity or any other Person; and (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Operative Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility DocumentsAgreement, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may beBanks.

Appointment, Powers and Immunities. 7.1.1 Each Lender Bank Party hereby appoints and authorizes Administrative Agent and the Co-Arrangers to act as its agent agents hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent and the Co-Arrangers by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Neither Administrative Agent nor any Co-Arranger shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any LenderBank Party or have any fiduciary duty to any Bank Party. Notwithstanding anything to the contrary contained herein, neither Administrative Agent nor any Co-Arranger shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any Governmental Rule or exposes applicable law. Neither Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and Co-Arranger nor any of their respective Affiliates Bank Party shall not be responsible to any other Lender Agent or Bank Party for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates Borrower to perform their respective its obligations hereunder or thereunder. Administrative Agent and the Co-Arrangers may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Bank Party for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it them with reasonable care. 7.1.2 . None of the Administrative Agent and its Agent, the Co-Arrangers or their directors, officers, employees or agents shall not be responsible to any Bank Party for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility DocumentsAgreement, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders Banks. Administrative Agent shall promptly furnish to each Bank Party copies of all material documents, reports, certificates, financial statements and notices furnished to Administrative Agent by Borrower; provided, however, that Administrative Agent shall not be liable to any Bank Party for its failure to provide copies of such material documents, reports, certificates, financial statements and notices unless such failure constitutes gross negligence or Required Lenders, as the case may bewillful misconduct by Administrative Agent.

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Restated Credit Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Restated Credit Agreement or in any other Credit Facility Document, or be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Restated Credit Agreement or any other Credit Facility Document or applicable law. Neither Agent nor any Governmental Rule or exposes Administrative Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Subsidiary contained in this Restated Credit Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Restated Credit Agreement, the Notes or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates Borrower or any Subsidiary to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any other Agent or Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 Administrative . Neither Agent and its nor any of their respective directors, officers, employees or agents shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Restated Credit Facility DocumentsAgreement, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. For the avoidance of doubt, notwithstanding anything to the contrary herein or the other Credit Documents, the Administrative Agent is acting as administrative agent for the Lenders only and the Administrative Agent is not acting as administrative agent for any other Lender Parties; the Lender Parties (other than the Lenders) that are receiving the benefit of the Collateral are receiving such benefit as an accommodation from the Administrative Agent in its capacity as collateral agent for such Lender Parties and the Administrative Agent shall have no liability whatsoever to such Lender Parties. The Sole Bookrunner and Lead Arranger shall not have any duties or responsibilities or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not require the consent of the Sole Bookrunner or, except to the extent expressly set forth in Section 8.04(h), Lead Arranger, in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any LenderLender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) or have any fiduciary duty to any Lender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products). Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rules. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Required Lenders or Required Lendersin the absence of such direction, such action as the case Administrative Agent in good xxxxx xxxxx advisable under the circumstances. (b) Any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.01(a) 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 and hereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VII, Section 8.02 and Section 8.03 as if set forth in full herein with respect thereto. (c) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 Each Lender The Collateral Agent hereby appoints and authorizes Administrative the Depositary Agent to act as its depositary agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative the Depositary Agent by the terms of this Agreement Agreement. The Depositary Agent hereby accepts such appointment and the other Credit Facility Documents, together with each Financing Party hereby acknowledges such other powers as are reasonably incidental theretoappointment. Administrative The Depositary Agent shall not have any duties or responsibilities except those 30 <PAGE> expressly set forth in this Agreement or in any other Credit Facility DocumentAgreement, or nor shall it be a trustee or a fiduciary for any LenderFinancing Party or any Secured Party. Notwithstanding anything to the contrary contained herein, Administrative the Depositary Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Financing Document or any Governmental Rule Legal Requirement or which exposes Administrative the Depositary Agent to any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this Agreement, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes or any other document referred to or provided for herein or for any failure by Borrower, its respective Affiliates to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it with reasonable care. 7.1.2 Administrative The Depositary Agent and its directors, officers, employees or and agents shall not be responsible or held liable for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewithherewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoingThe Depositary Agent may employ agents, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee custodians, nominees and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it attorneys-in-fact and shall not be liable responsible for any action taken the negligence or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance misconduct of any of the termssuch agents, covenants custodians, nominees or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant heretoattorneys-in-fact selected by it with reasonable care. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Depositary Agent shall take only such action with respect to the Credit Facility Documents Accounts and Account Funds as shall be directed by the Majority Lenders Collateral Agent. None of the provisions of this Agreement shall require the Depositary Agent to expend or Required Lendersrisk its own funds or otherwise to incur any liability, as financial or otherwise, in the case may beperformance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. For the avoidance of doubt, notwithstanding anything to the contrary herein or the other Credit Documents, the Administrative Agent is acting as administrative agent for the Lenders only and the Administrative Agent is not acting as administrative agent for any other Lender Parties; the Lender Parties (other than the Lenders) that are receiving the benefit of the Collateral are receiving such benefit as an accommodation from the Administrative Agent in its capacity as collateral agent for such Lender Parties and the Administrative Agent shall have no liability whatsoever to such Lender Parties. The Syndication Agent and the Lead Arranger shall not have any duties or responsibilities or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not, except to the extent expressly set forth in Section 8.04(e), require the consent of the Syndication Agent or Lead Arranger, in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any LenderLender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products) or have any fiduciary duty to any Lender (or any Affiliate of such Lender that is party to a Lender Rate Contract or providing Lender Bank Products). Notwithstanding anything to the contrary contained herein, herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rules. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Required Lenders or Required Lendersin the absence of such direction, such action as the case Administrative Agent in good xxxxx xxxxx advisable under the circumstances. (b) Any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.01(a) 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 and hereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VII, Section 8.02 and Section 8.03 as if set forth in full herein with respect thereto. (c) The L/C Issuer shall act on behalf of the Revolving 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 beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. Any reference to the Lead Arranger, the Co-Documentation Agents, the Co-Lead Arranger and Co-Bookrunner or the Syndication Agent in any of the Credit Documents shall be solely for titular purposes and Rabobank, as the Lead Arranger, Xxxxx Fargo, as the Syndication Agent, Xxxxx Fargo Securities, LLC, as Co-Lead Arranger and Co-Bookrunner, Bank of America, N.A., as a Co-Documentation Agent, RB International Finance (USA) LLC, as a Co-Documentation Agent, and ING Capital LLC, as a Co-Documentation Agent, shall not have any duties, responsibilities or obligations or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not require the consent of the Lead Arranger, the Syndication Agent, the Co-Documentation Agents or the Co-Managing Agents in such respective capacities. The Administrative Agent shall not (i) have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or (ii) be a trustee for any Lender or (iii) have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Rule. Neither the Administrative Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any CBII Entity contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality , as determined by a final non-appealable judgment of the foregoing, Administrative Agent (a) may treat the payee a court of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant heretocompetent jurisdiction. Except as otherwise provided under this Agreement and Agreement, the other Credit Facility Documents, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders. Each of the Secured Parties hereby appoints the administrative agent for the Lenders (or any successor appointed in accordance with Section 7.06) to act as its agent (in such capacity, the “Collateral Agent”) with respect to all matters relating to the Security Documents and Rabobank, as administrative agent for the case Lenders as of the Effective Date, hereby accepts such appointment. (b) The L/C Issuer shall act on behalf of the Revolving 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 beagree at the request of the Required Revolving 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 Administrative Agent in this Article VII with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by them or proposed to be issued by them 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 VII included the L/C Issuer with respect to such acts or omissions and (ii) as additionally provided herein with respect to the L/C Issuer. (c) The Administrative Agent shall be released from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch, BGB).

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender (on its own behalf or on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or a provider of Lender Bank Products) hereby appoints and authorizes Xxxxx Fargo Bank, National Association, as the Administrative Agent and the Collateral Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent and the Collateral Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. , and Xxxxx Fargo Bank, National Association hereby accepts such appointment as Administrative Agent and as Collateral Agent. Each Lender (on its own behalf and on behalf of any Affiliate of such Lender that is party to a Lender Rate Contract or provider of Lender Bank Products) hereby authorizes the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Syndication Agent and Joint Lead Arrangers shall not have any duties or responsibilities or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not require the consent of the Syndication Agent or, except to the extent expressly set forth in Section 8.04(e), the Joint Lead Arrangers, in such capacity. Neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any LenderLender (or any Affiliate of such Lender that is party to a Lender Rate Contract or provider of Lender Bank Products) or have any fiduciary duty to any Lender (or any Affiliate of such Lender that is party to a Lender Rate Contract or provider of Lender Bank Products). Notwithstanding anything to the contrary contained herein, neither the Administrative Agent nor the Collateral Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Administrative Agent to any liabilityRules. Each None of the Administrative Agent, the Lenders and Collateral Agent or any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent and the Collateral Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent and its nor the Collateral Agent nor any of their respective directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement Agreement, the Administrative Agent and the other Credit Facility Documents, Administrative Collateral Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Required Lenders or Required Lendersin the absence of such direction, such action as the case Administrative Agent or the Collateral Agent in good xxxxx xxxxx advisable under the circumstances. (b) The Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 7.01(a) 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 and hereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Article VII, Section 8.02 and Section 8.03 as if set forth in full herein with respect thereto. (c) The L/C Issuer shall act on behalf of the Revolving 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 be.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 Administrative Agent in this

Appointment, Powers and Immunities. 7.1.1 Each Lender hereby appoints and authorizes Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender or have any fiduciary duty to any Lender. Co-Agents shall not have any duties or responsibilities or any liabilities under this Agreement or any other Credit Document. Notwithstanding anything to the contrary contained herein, Administrative herein Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Administrative Rule. Neither Agent to nor any liability. Each of Administrative Agent, the Lenders and any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by either Borrower or any of its Affiliates Subsidiaries contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, either Borrower or any of its respective Affiliates Subsidiaries to perform their respective obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 Administrative . Neither Agent and nor any of its directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and the other Credit Facility DocumentsAgreement, Administrative Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Lenders or Required Lenders, as the case may be.

Appointment, Powers and Immunities. 7.1.1 (a) Each Lender hereby appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Credit Facility Documents with such powers as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Facility Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent and each Lender hereby appoint and authorize the Collateral Agent to act as its agent hereunder and under the other Credit Documents with such powers as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Lead Arranger shall not have any duties or responsibilities or any liabilities under this Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not require the consent of any of the Lead Arranger in such capacity. Neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Facility Document, or be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, herein neither the Administrative Agent nor the Collateral Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Facility Document or any applicable Governmental Rule or exposes Administrative Agent to any liabilityRule. Each of Neither the Administrative Agent, the Lenders and Collateral Agent nor any of their respective Affiliates Lender shall not be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower or its Affiliates any Loan Party contained in this Agreement or in any certificate or other document referred to or provided for in, or received by Administrative Agent, or any Lender under this AgreementCredit Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes Agreement or any other document referred to or provided for herein Credit Document or for any failure by Borrower, its respective Affiliates any Loan Party to perform their respective its obligations hereunder or thereunder. The Administrative Agent and the Collateral Agent may employ its own respective agents and attorneys in attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys in attorneys-in-fact selected by it with reasonable care. 7.1.2 . Neither the Administrative Agent, the Collateral Agent and its nor any of their directors, officers, employees employees, agents or agents advisors shall not be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Facility Document or in connection herewith or therewith, except for to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by them in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender for any statements, warranties or representations made in or in connection with any Credit Facility Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Credit Facility Document on the part of any party thereto or to inspect the property (including the books and records) of Borrower or any other Person; and (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Credit Facility Document or any other instrument or document furnished pursuant hereto. Except as otherwise provided under this Agreement and Agreement, the other Administrative Agent, shall take such action with respect to the Credit Facility Documents, Documents as shall be directed by the Required Lenders or in the absence of such direction such action as the Administrative Agent in good xxxxx xxxxx advisable under the circumstances. The Collateral Agent shall take such action with respect to the Credit Facility Documents as shall be directed by the Majority Administrative Agent or the Required Lenders or Required Lenders, in the absence of such direction such action as the case Collateral Agent in good xxxxx xxxxx advisable under the circumstances (the Required Lenders agree that all instructions to the Collateral Agent from the Required Lenders will be delivered through the Administrative Agent). (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 the Administrative Agent may beagree 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 Administrative Agent in this Article VII 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 “Administrative Agent” as used in this Article VII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.