Common use of Appointment Clause in Contracts

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent agents of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative or required of such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent or the Administrative AgentOther Representatives. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each Each of the Lenders Agents may perform any of their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) it being understood and agreed, for avoidance of doubt and without limiting the Issuing Lender hereby irrevocably appoints and authorizes generality of the foregoing, that the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes Collateral Agent may perform any of acquiring, holding their respective duties under the Security Documents by or through one or more of their respective affiliates). Each Agent and enforcing any such sub-agent may perform any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee its duties and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any exercise its rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all powers by or through their respective Related Parties. The exculpatory provisions of this Section 9 10 shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. (c) Except for Subsections 10.5, 10.8(a), (b), (c) and (e) and (to the extent of the Borrower’s rights thereunder and the conditions included therein) 10.9, the provisions of this Section 10 (including Section 9.7are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as though a third party beneficiary of any of such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoprovisions.

Appointment. (a) Each of the Issuing Lender and each Lender hereby irrevocably designates and appoints the Administrative Agent and the Collateral Agent (for purposes of this Section 8, the Administrative Agent and the Collateral Agent are referred to collectively as the “Agents”) as its agent of such Lender under this Agreement and the other Loan Documents, and each such of the Issuing Lender and each Lender irrevocably authorizes the Administrative each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative such Agent by the terms of this Agreement and the other Loan Documents, together with such other actions and powers as are reasonably incidental thereto. Notwithstanding The provisions of this Article are solely for the benefit of the Agents, the Issuing Lender and the Lenders, and neither the Borrower nor any provision other Loan Party shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the contrary elsewhere in this Agreement, the Administrative Agent shall or the Collateral Agent, as applicable, is not have any duties or responsibilities, except those expressly set forth herein, or intended to connote any fiduciary relationship with or other implied (or express) obligations arising under agency doctrine of any Lenderapplicable law. Instead such term is used as a matter of market custom, and no implied covenants, functions, responsibilities, duties, obligations is intended to create or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against reflect only an administrative relationship between contracting parties. Without limiting the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each generality of the Lenders foregoing, the Agents are hereby expressly authorized to (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreementi) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing execute any and all Liens on documents (including releases and the Security Documents) with respect to the Collateral granted by any and the rights of the Loan Secured Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental respect thereto. In this connection, the Administrative Agent, as “collateral agent” contemplated by and in accordance with the provisions of this Agreement and the Security Documents and (ii) negotiate, enforce or the settle any co-agentsclaim, sub-agents and attorneys-in-fact appointed by action or proceeding affecting the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementLenders in their capacity as such, or for exercising any rights and remedies thereunder at the direction of the Required Lenders, which negotiation, enforcement or settlement will be binding upon each Lender. The Person serving as the Administrative Agent), Agent and/or the Collateral Agent hereunder or under any other applicable Loan Document shall be entitled to have the benefits of all provisions of this Section 9 same rights and Section 10 (including Section 9.7, powers in its capacity as a Lender as any other Lender and may exercise the same as though such co-agentsit were not an Agent, sub-agents and attorneys-in-fact were the term “collateral agentLender” under or “Lenders” shall, unless otherwise expressly indicated or unless the Guarantee context otherwise requires, include the Person serving as an Agent hereunder in its individual capacity. Such Person and Collateral Agreementits Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof (subject to securities law and other Requirements of Law) as if set forth in full herein with respect theretoit were not an Agent hereunder and without any duty to account therefor to the Lenders.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent 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 designates and appoints the Collateral Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender of the Lenders hereby irrevocably designates and appoints the Administrative Agent as the its agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, Agent to take such action actions on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documentshereof, together with such other actions and powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each In furtherance of the Lenders (including in foregoing, each Lender on behalf of itself and its capacities Affiliates as a party potential counterparties to a Specified Hedge Agreement or Specified Secured Cash Management Agreement) and the Issuing Lender Agreements or Secured Hedge Agreements hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementSecured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” Collateral Agent (and any co-agents, sub-sub agents and attorneys-in-fact appointed by the Administrative Collateral Agent pursuant to Section 9.2 hereto for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and or remedies thereunder at the direction of the Administrative Collateral Agent), ) shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, Article VIII as though the Collateral Agent (and any such cosub-agents, sub-agents and attorneys-in-fact ) were the an “collateral agentAgent” under the Guarantee and Collateral Agreement) Loan Documents, as if set forth in full herein with respect thereto. All rights and protections provided to the Administrative Agent here shall also apply to the Collateral Agent. The Person 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 Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

Appointment. (a1) Each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, as applicable, including as the Collateral Agent for such Lender and the other applicable Secured Parties under the applicable Security Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacitycapacities, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States, each of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b2) The To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall also act indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. Each Lender hereby authorizes the “collateral agent” Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Loan Documents, and each Administrative Agent under this Section 9.01(2). The agreements in this Section 9.01(2) shall survive the resignation and/or replacement of the Lenders Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, no Borrower shall have liability for the actions of the Administrative Agent pursuant to the immediately preceding sentence. (including 3) In furtherance of the foregoing, each Lender (in its capacities as a party Lender and on behalf of itself and its Affiliates as potential counterparties to a Specified Hedge Agreement or Specified Cash Management AgreementAgreements) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionconnection therewith, the Administrative Agent, as “collateral agent” Agent (and any co-agents, sub-agents and attorneys-in-fact Subagents appointed by the Administrative Agent pursuant to Section 9.2 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and or remedies thereunder at the direction of the Administrative Agent), ) shall be entitled to the benefits of all provisions of this Section 9 and Section 10 Article IX (including Section 9.7, 9.07) as though the Administrative Agent (and any such co-agents, sub-agents and attorneys-in-fact Subagents) were the an “collateral agentAgent” under the Guarantee and Collateral Agreement) Loan Documents, as if set forth in full herein with respect thereto. (4) Each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) irrevocably authorizes the Administrative Agent, at its option and in its discretion: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document: (i) upon termination of the Commitments, the payment in full of all Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted); (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document; or (iii) if approved, authorized or ratified in writing in accordance with Section 10.08 hereof; (b) to release any Loan Party from its obligations under the Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(3) (and to the extent required by the terms thereof as of the Closing Date). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Loan Party from its obligations under the Loan Documents. (5) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, (a) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents and any Subagents allowed in such judicial proceeding and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and (b) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under the Loan Documents. 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 any plan of reorganization, arrangement, adjustment or composition (each, a “Plan of Reorganization”) affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. (6) The Lenders and each other holder of an Obligation under a Loan Document shall act collectively through the Administrative Agent and, without limiting the delegation of authority to the Administrative Agent set forth herein, the Required Lenders shall direct the Administrative Agent with respect to the exercise of rights and remedies hereunder and under other Loan Documents (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default in each case that could be waived with the consent of the Required Lenders), and such rights and remedies shall not be exercised other than through the Administrative Agent; provided that the foregoing shall not preclude any Lender from exercising any right of set-off in accordance with the provisions of Section 10.06 or from exercising rights and remedies (other than the enforcement of Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Term Loans made by it.

Appointment. (a) Each Lender KeyBank National Association, is hereby irrevocably designates and appoints the appointed Administrative Agent as the agent of such Lender hereunder and under this Agreement and the each other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan DocumentsDocument, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender. The Administrative Agent agrees to act as such upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of the Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in the Agreement and the Issuing Lender for purposes other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (i) shall perform its duties with respect to the administration of acquiring, holding and enforcing the Facility in the same manner as it does when it is the sole lender under this type of facility but does not hereby assume any and all Liens on Collateral granted by fiduciary duties to any of the Loan Parties pursuant to Lenders, (ii) is a “representative” of the Guarantee Lenders within the meaning of the term “secured party” as defined in the Illinois Uniform Commercial Code and Collateral Agreement, together with such powers and discretion (iii) is acting as are reasonably incidental thereto. In this connectionan independent contractor, the Administrative Agent, as “collateral agent” rights and any co-agents, sub-agents duties of which are limited to those expressly set forth in the Agreement and attorneys-in-fact appointed by the other Loan Documents. Each of the Lenders hereby agrees to assert no claim against the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing on any Lien on the Collateral (agency theory or any portion thereof) granted under other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives, provided that the Guarantee and Collateral AgreementAdministrative Agent shall, in any case, not be released from liability to the Lenders for damages or for exercising any rights and remedies thereunder at the direction losses incurred by them as a result of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto’s gross negligence or willful misconduct.

Appointment. (a) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedging Agreements) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedging Agreements) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, including as the Collateral Agent for such Lender and the other Secured Parties under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each In furtherance of the Lenders foregoing, each Lender (including in its capacities as a party Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to a Specified Hedge Agreement or Specified Secured Cash Management AgreementAgreements or Secured Hedge Agreements) and the each Issuing Lender Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedging Agreements) hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact Subagents appointed by the Administrative Collateral Agent pursuant to Section 9.2 8.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and or remedies thereunder at the direction of the Administrative Collateral Agent), ) shall be entitled to the benefits of all provisions of this Article VIII (including, without limitation, Section 9 and Section 10 (including Section 9.7, 8.07) as though the Collateral Agent (and any such co-agents, sub-agents and attorneys-in-fact Subagents) were the an “collateral agentAgent” under the Guarantee and Collateral Agreement) Loan Documents, as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender hereby irrevocably appoints, designates and appoints authorizes the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the each other Loan Documents Document and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in this Agreementany other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Administrative Agent Issuing Lender shall also act as the “collateral agent” under the Loan Documents, and each on behalf of the Lenders (including in its capacities as a party with respect to a Specified Hedge Agreement or Specified Cash Management Agreement) any Letters of Credit issued by it and the documents associated therewith, and the Issuing Lender hereby irrevocably appoints shall have all of the benefits and authorizes immunities (i) provided to the Administrative Agent in this Section 9 with respect to act as the agent of such Lender and any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the Applications and agreements for purposes letters of acquiring, holding and enforcing any and all Liens on Collateral granted by any credit pertaining to such Letters of Credit as fully as if the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the term “Administrative Agent, ” as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of used in this Section 9 and Section 10 in the definition of “Agent-Related Person” included the Issuing Lender with respect to such acts or omissions, and (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreementii) as if set forth in full additionally provided herein with respect theretoto the Issuing Lender; provided that nothing in this Agreement shall be construed to excuse the Issuing Lender from any liability to the Borrower for damages caused by the gross negligence or willful misconduct of the Issuing Lender or any Agent-Related Person.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Mellon Bank, N.A. to act as Administrative Agent as the agent of for such Lender under this Agreement and the other Loan Documents, and each such . Each Lender hereby irrevocably authorizes the Administrative Agent, in such capacity, Agent to take such action on its behalf of such Lender under the provisions of this Agreement and the other Loan Documents Documents, and to exercise such powers and to perform such duties duties, as are expressly delegated to or required of the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto. Mellon Bank, N.A. hereby agrees to act as Administrative Agent on behalf of the Lenders on the terms and conditions set forth in this Agreement and the other Loan Documents, together with such other powers subject to its right to resign as are reasonably incidental theretoprovided in Section 8.10. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender execute and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any deliver each of the Loan Parties Documents executed after the date hereof and to accept delivery of such of the other Loan Documents delivered after the date hereof as may not require execution by the Administrative Agent (with such consents of the Lenders as required pursuant to Section 9.01). Each Lender agrees that the Guarantee rights and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, remedies granted to the Administrative Agent under the Loan Documents shall be exercised exclusively by the Administrative Agent, as “collateral agent” and that no Lender shall have any co-agentsright individually to exercise any such right or remedy, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled except to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full extent expressly provided herein with respect theretoor therein.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the NCB as Administrative Agent (such term to include, for the purposes of this section 11, NCB acting as the agent of such Lender under this Agreement Collateral Agent) to act as specified herein and in the other Loan Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent, in Agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Credit Documents, or nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) . The Administrative Agent shall also act as provisions of this section 11 are solely for the “collateral agent” under the Loan Documents, and each benefit of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as “collateral agent” a third party beneficiary of any of the provisions hereof. In performing its functions and any co-agentsduties under this Agreement, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant shall act solely as agent of the Lenders and does not assume and shall not be deemed to Section 9.2 have assumed any obligation or relationship of agency or trust with or for purposes of holding or enforcing any Lien on the Collateral (Borrower or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoits Subsidiaries.

Appointment. (a) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, including as the Collateral Agent for such Lender and the other Secured Parties under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each In furtherance of the Lenders foregoing, each Lender (including in its capacities as a party Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to a Specified Hedge Agreement or Specified Secured Cash Management AgreementAgreements or Secured Hedge Agreements) and the each Issuing Lender Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements) hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact Subagents appointed by the Administrative Collateral Agent pursuant to Section 9.2 8.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and or remedies thereunder at the direction of the Administrative Collateral Agent), ) shall be entitled to the benefits of all provisions of this Article VIII (including, without limitation, Section 9 8.07) and Article IX (including, without limitation, Section 10 (including Section 9.7, 9.05) as though the Collateral Agent (and any such co-agents, sub-agents and attorneys-in-fact Subagents) were the an “collateral agentAgent” under the Guarantee and Collateral Agreement) Loan Documents, as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, including as the Collateral Agent for such Lender and the other Secured Parties under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each In furtherance of the Lenders foregoing, each Lender (including in its capacities as a party Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to a Specified Hedge Agreement or Specified Secured Cash Management AgreementAgreements or Secured Hedge Agreements) and the each Issuing Lender Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements) hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact Subagents appointed by the Administrative Collateral Agent pursuant to Section 9.2 8.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and or remedies thereunder at the direction of the Administrative Collateral Agent), ) shall be entitled to the benefits of all provisions of this Article VIII (including, without limitation, Section 9 and Section 10 (including Section 9.7, 8.07) as though the Collateral Agent (and any such co-agents, sub-agents and attorneys-in-fact Subagents) were the an “collateral agentAgent” under the Guarantee and Collateral Agreement) Loan Documents, as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Trinity Capital Inc., or its successor or assignee, as Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents (including without limitation any subordination and intercreditor agreements (or similar agreements)) and to exercise such rights, powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan DocumentsDocuments (including without limitation any subordination and intercreditor agreements (or similar agreements)), together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein and in the other Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each Each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Borrower to secure any of the Obligations and to take all other actions, exercise all powers and perform such duties as are delegated to Administrative Agent under the Loan Parties pursuant to the Guarantee and Collateral AgreementDocuments, together with such powers and discretion as are reasonably incidental thereto. In this connectionfurtherance thereof, the Administrative Agent, as “collateral agent” Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 5.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreementthis Agreement or any other Loan Document, or for exercising any rights and remedies thereunder (at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7Article 5, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) Loan Documents as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Credit Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Lead Arrangers, the Joint Bookrunners, the Syndication Agent and the Documentation Agent and Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, the Swingline Lender, each Lender and each Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent shall also act as the “collateral agent” under agent with respect to the Loan DocumentsCollateral, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and Administrative Agent, the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Swingline Lender, each Lender and the Issuing Lender for purposes Letter of acquiringCredit Issuer irrevocably authorizes the Collateral Agent, holding in such capacity, to take such action on its behalf under the provisions of this Agreement and enforcing any the other Credit Documents and all Liens on Collateral granted by any of the Loan Parties pursuant to exercise such powers and perform such duties as are expressly delegated to the Guarantee Collateral Agent by the terms of this Agreement and Collateral Agreementthe other Credit Documents, together with such other powers and discretion as are reasonably incidental thereto. In Notwithstanding any provision to the contrary elsewhere in this connectionAgreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, as “collateral agent” the Swingline Lender, the Lenders or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding other Credit Document or enforcing any Lien on otherwise exist against the Collateral Agent. (or any portion thereofc) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction Each of the Administrative Syndication Agent), the Documentation Agent, the Lead Arrangers and the Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to the all benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto12.

Appointment. (a) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements), each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements) and, to the extent a Lender is unable to act on behalf of its Affiliates, each other Secured Party (for all purposes of this Article VIII and Article IX, by virtue of its acceptance of the benefits of the Loan Documents) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, including as the Collateral Agent for such Lender and the other Secured Parties under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each In furtherance of the Lenders foregoing, each Lender (including in its capacities as a party Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to a Specified Hedge Agreement or Specified Secured Cash Management AgreementAgreements or Secured Hedge Agreements), each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements) and and, to the Issuing extent a Lender is unable to act on behalf of its Affiliates, each other Secured Party hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact Subagents appointed by the Administrative Collateral Agent pursuant to Section 9.2 8.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and or remedies thereunder at the direction of the Administrative Collateral Agent), ) shall be entitled to the benefits of all provisions of this Article VIII (including, without limitation, Section 9 and Section 10 (including Section 9.7, 8.07) as though the Collateral Agent (and any such co-agents, sub-agents and attorneys-in-fact Subagents) were the an “collateral agentAgent” under the Guarantee and Collateral Agreement) Loan Documents, as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender hereby irrevocably designates and appoints Citicorp, as the Administrative Agent as the agent and Collateral Agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Citicorp, as Administrative Agent, in Agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to or required of the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Lead Arrangers shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as Agents or the “collateral agent” under the Loan Documents, and each Lead Arrangers. Each of the Lenders Agents may perform any of their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) it being understood and agreed, for avoidance of doubt and without limiting the Issuing Lender hereby irrevocably appoints and authorizes generality of the foregoing, that the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Agent may perform any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted their respective duties under the Guarantee and Collateral Agreement, Security Documents by or for exercising any rights and remedies thereunder at the direction through one or more of the Administrative Agenttheir respective affiliates), shall be entitled to the benefits of all . The exculpatory provisions of this Section 9 shall apply to any such sub-agent and Section 10 (including Section 9.7the officers, as though such co-directors, agents, employees or affiliates of each Agent and any such sub-agents agent, and attorneys-in-fact were shall apply to their respective activities in connection with the “collateral agent” syndication of the credit facilities provided for herein as well as activities as Agent. Notwithstanding the foregoing, the Administrative Agent agrees to act as the U.S. federal withholding Tax agent in respect of all amounts payable by it under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoLoan Documents.

Appointment. (a) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements), each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements) and, to the extent a Lender is unable to act on behalf of its Affiliates, each other Secured Party (for all purposes of this Article VIII and Article IX, by virtue of its acceptance of the benefits of the Loan Documents) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, including as the Collateral Agent for such Lender and the other Secured Parties under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such ▇▇▇▇▇▇’s or Issuing Bank’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each In furtherance of the Lenders foregoing, each Lender (including in its capacities as a party Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to a Specified Hedge Agreement or Specified Secured Cash Management AgreementAgreements or Secured Hedge Agreements), each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements) and and, to the Issuing extent a Lender is unable to act on behalf of its Affiliates, each other Secured Party hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact Subagents appointed by the Administrative Collateral Agent pursuant to Section 9.2 8.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and or remedies thereunder at the direction of the Administrative Collateral Agent), ) shall be entitled to the benefits of all provisions of this Article VIII (including, without limitation, Section 9 and Section 10 (including Section 9.7, 8.07) as though the Collateral Agent (and any such co-agents, sub-agents and attorneys-in-fact Subagents) were the an “collateral agentAgent” under the Guarantee and Collateral Agreement) Loan Documents, as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Credit Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent shall also act as the “collateral agent” under agent with respect to the Loan DocumentsCollateral, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and Administrative Agent, each Lender, the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Swingline Lender and the Issuing Lender for purposes Letter of acquiringCredit Issuer irrevocably authorizes the Collateral Agent, holding in such capacity, to take such action on its behalf under the provisions of this Agreement and enforcing any the other Credit Documents and all Liens on Collateral granted by any of the Loan Parties pursuant to exercise such powers and perform such duties as are expressly delegated to the Guarantee Collateral Agent by the terms of this Agreement and Collateral Agreementthe other Credit Documents, together with such other powers and discretion as are reasonably incidental thereto. In Notwithstanding any provision to the contrary elsewhere in this connectionAgreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, as “collateral agent” the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding other Credit Document or enforcing any Lien on otherwise exist against the Collateral Agent. (or any portion thereofc) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction Each of the Administrative Co-Syndication Agents, Joint Lead Arrangers and Bookrunners, Joint Bookrunners and the Documentation Agent), each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to the all benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto13.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan DocumentsDocuments and the Collateral Agent as the agent of such Lender and the Administrative Agent under the Security Agreement, and each such Lender irrevocably authorizes the Administrative Agent and the Collateral Agent, as the case may be, in such capacitycapacities, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents Documents, as applicable, and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms of this Agreement and the other Loan Documents, as applicable, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent. (b) . The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each Lender understand and agree that all Liens created by the Security Agreement on the Collateral have been created in favor of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and Collateral Agent, for the Issuing Lender hereby irrevocably appoints and authorizes benefit of the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiringLenders, holding and enforcing any and that all Liens on Collateral granted by any of the Loan Parties pursuant rights to take remedial action with respect to the Guarantee Collateral under the Security Agreement have been granted to the Collateral Agent and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by that neither the Administrative Agent pursuant nor any Lender has the right to Section 9.2 for purposes of holding or enforcing take any Lien on such remedial action with respect to the Collateral (or any portion thereof) granted under other than through the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Credit Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Lead Arrangers, and Sections 12.9, 12.11, 12.12 and the last sentence of Section 12.4 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, the Swingline Lender, each Lender and each Issuing Bank hereby irrevocably designate and appoint the Collateral Agent shall also act as the “collateral agent” under agent with respect to the Loan DocumentsCollateral, and each of the Lenders (including Administrative Agent, each Swingline Lender, each Lender and each Issuing Bank irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its capacities as a party to a Specified Hedge behalf under the provisions of this Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints other Credit Documents and authorizes to exercise such powers and perform such duties as are expressly delegated to the Administrative Collateral Agent to act as by the agent terms of such Lender this Agreement and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreementother Credit Documents, together with such other powers and discretion as are reasonably incidental thereto. In Notwithstanding any provision to the contrary elsewhere in this connectionAgreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, as “collateral agent” the Swingline Lender, the Lenders or the Issuing Banks, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding other Credit Document or enforcing any Lien on otherwise exist against the Collateral Agent. (or any portion thereofc) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction Each of the Administrative Agent)Lead Arrangers, in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to the all benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent agents of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative or required of such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent or the Administrative AgentOther Representatives. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each Each of the Lenders Agents may perform any of their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) it being understood and agreed, for avoidance of doubt and without limiting the Issuing Lender hereby irrevocably appoints and authorizes generality of the foregoing, that the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes Collateral Agent may perform any of acquiring, holding their respective duties under the Security Documents by or through one or more of their respective affiliates). Each Agent and enforcing any such sub-agent may perform any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee its duties and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any exercise its rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all powers by or through their respective Related Parties. The exculpatory provisions of this Section 9 10 shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. (c) Except for Subsections 10.5, 10.8(a), (b), (c) and (e) and (to the extent of the Borrowers’ rights thereunder and the conditions included therein) 10.9, the provisions of this Section 10 (including Section 9.7are solely for the benefit of the Agents and the Lenders, and neither the Borrowers nor any other Loan Party shall have rights as though a third party beneficiary of any of such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoprovisions.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and each L/C Issuer hereby irrevocably designate and appoint the Collateral Agent shall also act as the “collateral agent” under agent with respect to the Loan DocumentsCollateral, and each of the Lenders (including Administrative Agent, each Lender, the Swingline Lender and each L/C Issuer irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its capacities as a party to a Specified Hedge behalf under the provisions of this Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints other Loan Documents and authorizes to exercise such powers and perform such duties as are expressly delegated to the Administrative Collateral Agent to act as by the agent terms of such Lender this Agreement and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the other Loan Parties pursuant to the Guarantee and Collateral AgreementDocuments, together with such other powers and discretion as are reasonably incidental thereto. In Notwithstanding any provision to the contrary elsewhere in this connectionAgreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, as “collateral agent” the Lenders, the Swingline Lender or any L/C Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding other Loan Document or enforcing any Lien on otherwise exist against the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender of the Holders and Lenders hereby irrevocably designates and appoints the Administrative Agent as the administrative agent and collateral agent of such Holder or such Lender (or the Holders or Lenders represented by it) under this Agreement and the other Loan DocumentsTransaction Documents for the term hereof (and Agent hereby accepts such appointment), and each such Holder and Lender irrevocably authorizes the Administrative Agent, in such capacity, Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or the other Transaction Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lenderherein and therein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any the other Loan Document Transaction Documents or otherwise exist against the Administrative Agent. . Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders and Holders), and is hereby authorized, to (a) act as the disbursing and collecting agent for the Lenders and Holders with respect to all payments and collections arising in connection with the Transaction Documents (including in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Transaction Document to any Lender or Holder is hereby authorized to make such payment to Agent, (b) The Administrative Agent shall also file and prove claims and file other documents necessary or desirable to allow the claims of the Agent, Lenders and Holders with respect to any Obligation in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (c) act as collateral agent for itself and each Lender and Holder for purposes of the “collateral agent” perfection of all Liens created by such agreements and all other purposes stated therein, (d) manage, supervise and otherwise deal with the Collateral, (e) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Transaction Documents, (f) except as may be otherwise specified in any Transaction Document, exercise all remedies given to Agent, the Lenders and the Holders with respect to the Credit Parties and/or the Collateral, whether under the Loan Transaction Documents, applicable Requirements or otherwise and (g) execute any amendment, consent or waiver under the Transaction Documents on behalf of any Lender or Holder that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and directs each Lender and Holder to act as collateral sub-agent for Agent, the Lenders and the Holders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and Cash Equivalent Investments held by, such Lender or Holder, and may further authorize and direct the Lenders and the Holders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Agent, and each Lender and Holder hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. Any reference to the Agent in this Agreement or the other Transaction Documents shall be deemed to refer to the Agent solely in its capacity as Agent and not in its capacity, if any, as a Holder or a Lender. Under the Transaction Documents, Agent (a) is acting solely on behalf of the Agent, Lenders and Holders (including except to the limited extent provided in its capacities as a party Section 2.9 with respect to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes Register), with duties that are entirely administrative in nature, notwithstanding the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any use of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connectiondefined term “Agent”, the Administrative terms “agent”, “Agent, as ” and “collateral agent” and similar terms in any co-agentsTransaction Document to refer to Agent, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 which terms are used for title purposes of holding or enforcing only, (b) is not assuming any Lien on the Collateral (obligation under any Transaction Document other than as expressly set forth therein or any portion thereof) granted under the Guarantee and Collateral Agreementrole as agent, fiduciary or trustee of or for exercising any rights Lender, Holder or any other Person and remedies thereunder at the direction of the Administrative Agent)(c) shall have no implied functions, shall be entitled to responsibilities, duties, obligations or other liabilities under any Transaction Document, and each Lender and Holder, by accepting the benefits of all provisions the Transaction Documents, hereby waives and agrees not to assert any claim against Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (a) through (c) of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretosentence.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the UBS AG, Stamford Branch (together with any successor Administrative Agent pursuant to Section 12.11) as Administrative Agent as the agent of such Lender under this Agreement and the other Loan Credit Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Each Lender hereby appoints UBS AG, Stamford Branch (together with any successor Collateral Agent shall also act pursuant to Section 12.11) as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints Collateral Agent hereunder and authorizes the Administrative Collateral Agent to act (i) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant are expressly delegated to the Guarantee Collateral Agent under such Credit Documents and Collateral Agreement, together with (ii) exercise such powers and discretion as are reasonably incidental thereto. In For purposes of the exculpatory, liability-limiting, indemnification and other similar provisions of this connectionSection 12, references to the “Administrative Agent” shall be deemed to include the Collateral Agent in its capacity as such. Each Lender hereby appoints the Collateral Agent to enter into, and sign for and on behalf of the Lenders as Secured Parties, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Security Documents for the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction benefit of the Administrative Agent)Lenders and the Secured Parties. (c) Each Lead Arranger and each Joint Bookrunner, in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to the all benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein and in the other Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act and each Lender hereby irrevocably designate and appoint the Collateral Agent as the “collateral agent” under agent with respect to the Loan DocumentsCollateral, and each of the Lenders (including Administrative Agent and each Lender irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its capacities as a party to a Specified Hedge behalf under the provisions of this Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints other Loan Documents and authorizes to exercise such powers and perform such duties as are expressly delegated to the Administrative Collateral Agent to act as by the agent terms of such Lender this Agreement and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the other Loan Parties pursuant to the Guarantee and Collateral AgreementDocuments, together with such other powers and discretion as are reasonably incidental thereto. In Notwithstanding any provision to the contrary elsewhere in this connectionAgreement, the Administrative AgentCollateral Agent shall not have any duties or responsibilities except those expressly set forth herein and in the other Loan Documents, as “collateral agent” and or any co-agents, sub-agents and attorneys-in-fact appointed by fiduciary relationship with any of the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any Lien on other Loan Document or otherwise exist against the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Credit Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Arrangers, and Sections 12.9, 12.10, 12.11 and the last sentence of Section 12.4 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender and each Issuing Bank hereby irrevocably designate and appoint the Collateral Agent shall also act as the “collateral agent” under agent with respect to the Loan DocumentsCollateral, and each of the Lenders (including Administrative Agent, each Lender and each Issuing Bank irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its capacities as a party to a Specified Hedge behalf under the provisions of this Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints other Credit Documents and authorizes to exercise such powers and perform such duties as are expressly delegated to the Administrative Collateral Agent to act as by the agent terms of such Lender this Agreement and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreementother Credit Documents, together with such other powers and discretion as are reasonably incidental thereto. In Notwithstanding any provision to the contrary elsewhere in this connectionAgreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, as “collateral agent” the Lenders or the Issuing Banks, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding other Credit Document or enforcing any Lien on otherwise exist against the Collateral Agent. (c) The Arrangers, in their capacity as such, shall not have any obligations, duties or any portion thereof) granted responsibilities under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), this Agreement but shall be entitled to the all benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto12.

Appointment. (a) Each Lender Owner hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender Owner under this Agreement and the other Loan DocumentsAgreement, and each such Lender Owner irrevocably authorizes the Administrative Agent, in as the agent for such capacityOwner, to take such action on its behalf under the provisions of this Agreement and the other Loan Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Owner in each Ownership Group hereby irrevocably designates and appoints the Managing Agent for such Ownership Group as the agent of such Owner under this Agreement, and each such Owner irrevocably authorizes such Managing Agent, as the agent for such Owner, to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Managing Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. In the event of a conflict between a determination or calculation made by the Administrative Agent and a determination or calculation made by the Owners, the determination or calculation of the Owners shall control absent manifest error. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Managing Agent (the Administrative Agent and each Managing Agent being referred to in this Article as an “Agent”) shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderOwner, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative any Agent. (b) The Administrative Each Owner hereby accepts the appointment of the related Managing Agent shall also act specified on Schedule I hereto as the “collateral agent” its Managing Agent hereunder, and authorizes such Managing Agent to take such action on its behalf under the Loan Documentsprovisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Managing Agent by the terms of this Agreement, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreementif any, together with such other powers and discretion as are reasonably incidental thereto. In . (c) Except for actions which any Agent is expressly required to take pursuant to this connectionAgreement or any Conduit Support Document, the Administrative Agent, as “collateral agent” and no Agent shall be required to take any co-agents, sub-agents and attorneys-in-fact appointed by action which exposes the Administrative Agent or such Agent to personal liability or which is contrary to applicable law unless such Agent shall receive further assurances to its satisfaction from the Owners of the indemnification obligations under Section 5.7 hereof against any and all liability and expense which may be incurred in taking or continuing to take such action. The Administrative Agent agrees to give to each Managing Agent and each Owner prompt notice of each notice and determination given to it by the Transferor, the Servicer or the Performance Guarantor, pursuant to the terms of this Agreement. Each Managing Agent agrees to give the Administrative Agent and such Managing Agent’s respective Conduit Purchaser, Committed Purchaser and Conduit Support Provider(s) prompt notice of each notice and determination given to it by the Transferor, the Servicer or the Performance Guarantor, pursuant to the terms of this Agreement. Subject to Section 9.2 for purposes of holding or enforcing any Lien on 5.9 hereof, the Collateral (or any portion thereof) granted under the Guarantee appointment and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction authority of the Administrative Agent), Agent and each Managing Agent hereunder shall be entitled terminate at the later to occur of (i) the benefits payment to (A) each Owner and each Managing Agent of all provisions amounts owing to such Owner and Managing Agent hereunder and (B) the Administrative Agent of all amounts due hereunder and (ii) the termination of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender (in its capacity as a Lender and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Swap Agreements) and each L/C Issuer (in such capacity and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Swap Agreements) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender or L/C Issuer, as applicable, under this Agreement and the other Loan Documents, Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act Agent, each Lender (in its capacity as the “collateral agent” under the Loan Documents, a Lender and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Swap Agreements) and each L/C Issuer (in such capacity and on behalf of the Lenders (including in itself and its capacities Affiliates as a party potential counterparties to a Specified Hedge Agreement or Specified Secured Cash Management AgreementAgreements and Secured Swap Agreements) and the Issuing Lender hereby irrevocably appoints designate and authorizes appoint the Administrative Collateral Agent to act as the agent of such with respect to the Collateral, including to hold and enforce the same, and the Administrative Agent, each Lender and each L/C Issuer irrevocably authorizes the Issuing Lender for purposes Collateral Agent, in such capacity, to take such action on its behalf under the provisions of acquiring, holding this Agreement and enforcing any the other Loan Documents and all Liens on Collateral granted by any of the Loan Parties pursuant to exercise such powers and perform such duties as are expressly delegated to the Guarantee Collateral Agent by the terms of this Agreement and Collateral Agreementthe other Loan Documents, together with such other powers and discretion as are reasonably incidental thereto. In Notwithstanding any provision to the contrary elsewhere in this connectionAgreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, as “collateral agent” the Lenders or any L/C Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding other Loan Document or enforcing any Lien on otherwise exist against the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender hereby irrevocably appoints, designates and appoints authorizes the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Credit Agreement and the each other Loan Documents Credit Document and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent it by the terms of this Credit Agreement and the or any other Loan DocumentsCredit Document, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in this Agreementany other Credit Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary or trustee relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in the other Credit Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Administrative Agent Issuing Lender shall also act as the “collateral agent” under the Loan Documents, and each on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (including in its capacities and except for so long) as a party the Administrative Agent may agree at the request of the Required Lenders to a Specified Hedge Agreement or Specified Cash Management Agreement) and act for the Issuing Lender hereby irrevocably appoints with respect thereto; provided, however, that the Issuing Lender shall have all of the benefits and authorizes immunities (i) provided to the Administrative Agent in this Section 10 with respect to act as the agent any acts taken by or omissions of such Lender and the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for purposes letters of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant credit pertaining to the Guarantee and Collateral Agreement, together with such powers and discretion Letters of Credit as are reasonably incidental thereto. In this connection, fully as if the term "Administrative Agent, " as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of used in this Section 9 10 included the Issuing Lender with respect to such acts or omissions, and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreementii) as if set forth in full additionally provided herein with respect theretoto the Issuing Lender.

Appointment. (a) Each Lender of the Arranging Parties, the Lenders and the Issuing Agent hereby irrevocably designates and appoints the Administrative Agent The Royal Bank of Scotland plc to act on its behalf as the agent Agent (and, in particular, for the purposes of such Lender Italian law, as mandatario con rappresentanza (common representative)) hereunder and under this Agreement and the other Loan Documents, Finance Documents and each such Lender irrevocably authorizes authorises the Administrative Agent, in such capacity, Agent to take such action actions on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documentshereof or thereof, together with such other actions and powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also Each of the US Dollar Swingline Lenders hereby irrevocably appoint KeyBank National Association to act on its behalf as the “collateral agent” Swingline Agent (and, in particular, for the purposes of Italian law, as mandatario con rappresentanza (common representative)) hereunder and under the Loan Documents, other Finance Documents and each of authorises the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Swingline Agent to act take such actions on its behalf and to exercise such powers as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant are delegated to the Guarantee and Collateral AgreementSwingline Agent by the terms hereof or thereof, together with such actions and powers and discretion as are reasonably incidental thereto. In this connection. (c) Each of the Arranging Parties, the Administrative AgentLenders and the Issuing Agent authorises the Global Coordinators, as “collateral agent” Bookrunners and any co-agentsMandated Lead Arrangers to exercise the rights, sub-agents powers, authorities and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled discretions specifically given to the benefits of all Global Coordinators, Bookrunners and Mandated Lead Arrangers under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions. (d) Unless otherwise expressly stated, the provisions of this Section 9 Clause 32 are solely for the benefit of the Agent, the Arranging Parties, the Lenders, the Swingline Agent and Section 10 (including Section 9.7, the Issuing Agent and no Obligor shall have rights as though a third party beneficiary of any of such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoprovisions.

Appointment. (a) Each Lender hereby irrevocably appoints, designates and appoints authorizes the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Credit Agreement and the each other Loan Documents Credit Document and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent it by the terms of this Credit Agreement and the or any other Loan DocumentsCredit Document, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in this Agreementany other Credit Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary or trustee relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Credit Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Administrative Agent Issuing Lender shall also act as the “collateral agent” under the Loan Documents, and each on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (including in its capacities and except for so long) as a party the Administrative Agent may agree at the request of the Required Lenders to a Specified Hedge Agreement or Specified Cash Management Agreement) and act for the Issuing Lender hereby irrevocably appoints with respect thereto; provided, however, that the Issuing Lender shall have all of the benefits and authorizes immunities (i) provided to the Administrative Agent in this Section 10 with respect to act as the agent any acts taken by or omissions of such Lender and the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for purposes letters of acquiringcredit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Section 10 included the Issuing Lender with respect to such acts or omissions, holding and enforcing (ii) as additionally provided herein with respect to the Issuing Lender. (c) None of the Lenders identified on the facing page or signature pages of this Credit Agreement as a “syndication agent”, “documentation agent”, “book manager” or other title shall have any right, power, obligation, liability, responsibility or duty under this Credit Agreement or the other Credit Documents other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and all Liens will not rely, on Collateral granted by any of the Loan Parties pursuant Lenders so identified in deciding to enter into this Credit Agreement or the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding other Credit Documents or enforcing any Lien on the Collateral (in taking or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretonot taking action hereunder.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (together with any successor Administrative Agent pursuant to Section 12.11) as Administrative Agent as the agent of such Lender under this Agreement and the other Loan Credit Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Each Lender hereby appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (together with any successor Collateral Agent shall also act pursuant to Section 12.11) as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints Collateral Agent hereunder and authorizes the Administrative Collateral Agent to act (i) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant are expressly delegated to the Guarantee Collateral Agent under such Credit Documents and Collateral Agreement, together with (ii) exercise such powers and discretion as are reasonably incidental thereto. In For purposes of the exculpatory, liability-limiting, indemnification and other similar provisions of this connectionSection 12, references to the “Administrative Agent” shall be deemed to include the Collateral Agent in its capacity as such. Each Lender hereby appoints the Collateral Agent to enter into, and sign for and on behalf of the Lenders as Secured Parties, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Security Documents for the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction benefit of the Administrative Agent)Lenders and the Secured Parties. (c) Each Lead Arranger and each Joint Bookrunner, in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to the all benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto12.

Appointment. (a) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements and as potential Cash Management Banks) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements and as potential Cash Management Banks) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, as applicable, including as the Collateral Agent for such Lender and the other applicable Secured Parties under the applicable Security Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacitycapacities, to enter into and take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such ▇▇▇▇▇▇’s or Issuing Bank’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. For the avoidance of doubt, the Borrower shall have no liability for the actions of the Administrative Agent pursuant to the immediately preceding sentence. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each In furtherance of the Lenders foregoing, each Lender (including in its capacities as a party Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to a Specified Hedge Agreement or Specified Agreements and as potential Cash Management AgreementBanks) and the each Issuing Lender Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements and as potential Cash Management Banks) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionconnection therewith, the Administrative Agent, as “collateral agent” Agent (and any co-agents, sub-agents and attorneys-in-fact Subagents appointed by the Administrative Agent pursuant to Section 9.2 8.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and or remedies thereunder at the direction of the Administrative Agent), ) shall be entitled to the benefits of all provisions of this Section 9 and Section 10 Article VIII (including Section 9.7, 8.07) as though the Administrative Agent (and any such co-agents, sub-agents and attorneys-in-fact Subagents) were the an “collateral agentAgent” under the Guarantee and Collateral Agreement) Loan Documents, as if set forth in full herein with respect thereto. (c) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements and as potential Cash Management Banks) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements and as potential Cash Management Banks) irrevocably authorizes the Administrative Agent, at its option and in its discretion: (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Commitments and payment in full of all Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) and the expiration, termination or cash collateralization (in a manner reasonably satisfactory to the Administrative Agent and the applicable Issuing Banks) of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or (C) if approved, authorized or ratified in writing in accordance with Section 9.08 hereof; (ii) to release any Loan Party from its obligations under the Loan Documents if such person ceases to be a Subsidiary as a result of a transaction permitted hereunder or is designated as an Unrestricted Subsidiary; and (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) or (j). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Loan Party from its obligations under the Loan Documents. (d) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, (i) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (A) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Agents and any Subagents allowed in such judicial proceeding and (B) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and (ii) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under the Loan Documents. 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.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents (including the execution of any intercreditor agreements contemplated hereunder) and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) . The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral AgreementCollateral, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.710, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral AgreementLoan Documents) as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender and each Issuing Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent agents of such Lender or Issuing Lender under this Agreement and the other Loan Documents, and each such Lender or Issuing Lender irrevocably authorizes the Administrative Agenteach agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative or required of such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent, the Collateral Agent, the Co-Collateral Agent and the Issuing Lender, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent or the Administrative AgentOther Representatives. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each Each of the Lenders (including in Agents may perform any of their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its capacities as a party to a Specified Hedge Agreement respective officers, directors, agents, employees or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiringaffiliates, holding and enforcing or delegate any and all Liens on Collateral granted such rights and powers to, any one or more sub agents appointed by any such Agent (it being understood and agreed, for avoidance of doubt and without limiting the generality of the Loan Parties pursuant to the Guarantee and Collateral Agreementforegoing, together with such powers and discretion as are reasonably incidental thereto. In this connection, that the Administrative Agent, as “collateral agent” the Collateral Agent and the Co-Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates). Each Agent and any co-agents, such sub-agents agent may perform any and attorneysall 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-inagent and to the Related Parties of each Agent and any such sub-fact appointed by agent, and shall apply to their respective activities in connection with the Administrative Agent syndication of the credit facilities provided for herein as well as activities as Agent. (c) Except solely to the extent of the Parent Borrower’s rights to consent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled subject to the benefits of all conditions in Subsection 10.9 and except for Subsection 10.13, the provisions of this Section 9 10 are solely for the benefit of the Agents, the Lenders and Section 10 (including Section 9.7the Issuing Lenders, and no Borrower nor any other Loan Party shall have rights as though a third party beneficiary of any of such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoprovisions.

Appointment. (a1) Each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, as applicable, including as the Collateral Agent for such Lender and the other applicable Secured Parties under the applicable Security Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacitycapacities, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States, each of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s behalf. Notwithstanding any provision to the contrary elsewhere in this AgreementAgree- ment, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b2) The To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall also act indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. Each Lender hereby authorizes the “collateral agent” Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Loan Documents, and each Administrative Agent under this Section 9.01(2). The agreements in this Section 9.01(2) shall survive the resignation and/or replacement of the Lenders Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, no Borrower shall have liability for the actions of the Administrative Agent pursuant to the immediately preceding sentence. (including 3) In furtherance of the foregoing, each Lender (in its capacities as a party Lender and on behalf of itself and its Affiliates as potential counterparties to a Specified Hedge Agreement or Specified Cash Management AgreementAgreements) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionconnection therewith, the Administrative Agent, as “collateral agent” Agent (and any co-agents, sub-agents and attorneys-in-fact Subagents appointed by the Administrative Agent pursuant to Section 9.2 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and or remedies thereunder at the direction of the Administrative Agent), ) shall be entitled to the benefits of all provisions of this Section 9 and Section 10 Article IX (including Section 9.7, 9.07) as though the Administrative Agent (and any such co-agents, sub-agents and attorneys-in-fact Subagents) were the an “collateral agentAgent” under the Guarantee and Collateral Agreement) Loan Documents, as if set forth in full herein with respect thereto. (4) Each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) irrevocably authorizes the Administrative Agent, at its option and in its discretion: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document: (i) upon termination of the Commitments, the payment in full of all Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted); (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document; or (iii) if approved, authorized or ratified in writing in accordance with Section 10.08 hereof; (b) to release any Loan Party from its obligations under the Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(3) (and to the extent required by the terms thereof as of the Closing Date). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Loan Party from its obligations under the Loan Documents. (5) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, (a) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents and any Subagents allowed in such judicial proceeding and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and (b) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under the Loan Documents. 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 any plan of reorganization, arrangement, adjustment or composition (each, a “Plan of Reorganization”) affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. (6) The Lenders and each other holder of an Obligation under a Loan Document shall act collectively through the Administrative Agent and, without limiting the delegation of authority to the Administrative Agent set forth herein, the Required Lenders shall direct the Administrative Agent with respect to the exercise of rights and remedies hereunder and under other Loan Documents (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default in each case that could be waived with the consent of the Required Lenders), and such rights and remedies shall not be exercised other than through the Administrative Agent; provided that the foregoing shall not preclude any Lender from exercising any right of set-off in accordance with the provisions of Section 10.06 or from exercising rights and remedies (other than the enforcement of Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Term Loans made by it.

Appointment. (a) Each Lender and each Issuing Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent agents of such Lender or Issuing Lender under this Agreement and the other Loan Documents, and each such Lender or Issuing Lender irrevocably authorizes the Administrative each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative or required of such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent, the Collateral Agent and the Issuing Lender, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent or the Administrative AgentOther Representatives. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each Each of the Lenders Agents may perform any of their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) it being understood and agreed, for avoidance of doubt and without limiting the Issuing Lender hereby irrevocably appoints and authorizes generality of the foregoing, that the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes Collateral Agent may perform any of acquiring, holding their respective duties under the Security Documents by or through one or more of their respective affiliates). Each Agent and enforcing any such sub-agent may perform any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee its duties and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any exercise its rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all powers by or through their respective Related Parties. The exculpatory provisions of this Section 9 10 shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. (c) Except for Subsections 10.5, 10.8(a), 10.8(b), 10.8(c), 10.8(e), 10.13 and (to the extent of the Borrowers’ rights thereunder and the conditions included therein) 10.9, the provisions of this Section 10 (including Section 9.7are solely for the benefit of the Agents, the Lenders and the Issuing Lenders, and no Borrower or any other Loan Party shall have rights as though a third-party beneficiary of any of such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoprovisions.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the ▇▇▇▇▇ Fargo Bank, National Association as Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents and as Administrative Agent of the Secured Parties under and pursuant to the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent 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 designates and appoints the Arrangers in their respective capacities (including, as applicable, as Designated Arrangers) as such under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Arrangers, in such respective capacities (including, as applicable, as Designated Arrangers), to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Arrangers (including the Designated Arrangers) by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement, none of the Administrative Agent, the Syndication Agent or the Arrangers shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Syndication Agent or the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoArrangers.

Appointment. (ai) Each Lender of the Lenders hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other applicable Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other applicable Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. The provisions of this Article are solely for the benefit of the Agent and the other Credit Parties, and no Loan Party or any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. (bii) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent,” and any co-agents, sub-agents and or attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.79.09) and Section 10.04, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) Loan Documents as if set forth in full herein with respect thereto. (iii) The provisions of this Section 9.01 are for the benefit of the Agent and the Lenders, and no Loan Party or any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions (other than the provisions of Section 9.06).

Appointment. (a) Each Lender KeyBank National Association, is hereby irrevocably designates and appoints the appointed Administrative Agent as the agent of such Lender hereunder and under this Agreement and the each other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan DocumentsDocument, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender. The Administrative Agent agrees to act as such upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of the Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in the Agreement and the Issuing Lender for purposes other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (i) shall perform its duties with respect to the administration of acquiring, holding and enforcing the Facility in the same manner as it does when it is the sole lender under this type of facility but does not hereby assume any and all Liens on Collateral granted by fiduciary duties to any of the Loan Parties pursuant to Lenders, (ii) is a “representative” of the Guarantee Lenders within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and Collateral Agreement, together with such powers and discretion (iii) is acting as are reasonably incidental thereto. In this connectionan independent contractor, the Administrative Agent, as “collateral agent” rights and any co-agents, sub-agents duties of which are limited to those expressly set forth in the Agreement and attorneys-in-fact appointed by the other Loan Documents. Each of the Lenders hereby agrees to assert no claim against the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing on any Lien on the Collateral (agency theory or any portion thereof) granted under other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives, provided that the Guarantee and Collateral AgreementAdministrative Agent shall, in any case, not be released from liability to the Lenders for damages or for exercising any rights and remedies thereunder at the direction losses incurred by them as a result of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto’s gross negligence or willful misconduct.

Appointment. (a) Each Lender Class B Purchaser and each Agent hereby irrevocably designates consents and appoints agrees to the appointment of the Administrative Agent as pursuant to the agent terms of such Lender under this Agreement and the other Loan DocumentsIndenture, and each such Lender Class B Purchaser and Agent irrevocably authorizes the Administrative Agent, in as the agent for such capacityClass B Purchaser or Agent, to take such action on its behalf under the provisions of this Agreement and the other Loan Related Documents and to exercise such powers and perform such duties here under and thereunder as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Related Documents, together with such other powers as are reasonably incidental thereto. Each Class B Purchaser in each Purchaser Group hereby irrevocably designates and appoints the Agent for such Purchaser Group as the agent of such Class B Purchaser under this Agreement, and each such Class B Purchaser irrevocably authorizes such Agent, as the agent for such Class B Purchaser, to take such action on its behalf under the provisions of the Related Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of the Related Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderClass B Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or any Agent. (b) The Administrative . To the extent that any provision of this Article 7 with respect to the relationship between an Agent shall also act as and the “collateral agent” under the Loan Documents, and each of the Lenders (including Class B Purchasers in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) Purchaser Group conflicts with any agreement between such Class B Purchasers and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative such Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein any agreement with respect theretoto a Support Facility, the terms of such other agreement will control.

Appointment. (a) Each of the Lenders, the Swing Line Lender and the L/C Issuer hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Documents and each such Lender, Swing Line Lender and L/C Issuer irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other applicable Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other applicable Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. The provisions of this Article are solely for the benefit of the Agent and the other Credit Parties, and no Loan Party or any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) Lenders, the Swing Line Lender and the Issuing Lender L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender, Swing Line Lender and the Issuing Lender L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent,” and any co-agents, sub-agents and or attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.79.09) and Section 10.04, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) Loan Documents as if set forth in full herein with respect thereto. (c) The provisions of this Section 9.01 are for the benefit of the Agent, the Lenders and the L/C Issuer, and no Loan Party or any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions (other than the provisions of Section 9.06).

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other applicable Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other applicable Loan Documents, together with such other powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Administrative Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents (including, for the avoidance of doubt, (x) the ABL Intercreditor Agreement and any amendment or supplement expressly contemplated thereby and (y) upon the incurrence of any Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, the First Lien Intercreditor Agreement or the Second Lien Intercreditor Agreement, respectively). Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party potential counterparty to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent,” and any co-agents, sub-agents and or attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7) and Section 10.5, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) Loan Documents as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender of the Lenders hereby irrevocably designates and appoints the First Union as Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Documents for the term hereof and each such Lender irrevocably authorizes the First Union, as Administrative Agent, in Agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the such other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or such other Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any the other Loan Document Documents or otherwise exist against the Administrative Agent. . Any reference to the Administrative Agent in this Article XIII shall be deemed to refer to the Administrative Agent solely in its capacity as Administrative Agent and not in its capacity as a Lender. In performing its functions and duties under this Agreement and each of the other Loan Documents or in connection with them and in respect of anything relating to them, the Administrative Agent shall act solely as the administrative agent of (bbut not as trustee for (except to the extent specifically required pursuant to the Security Documents)) the Lenders, and the Administrative Agent shall not have any fiduciary duty towards any Person (except as expressly referred to above) or be under any obligation other than those expressly provided for in this Agreement and any of the other Loan Documents. The Administrative Agent shall also act not in any way whatsoever assume, nor shall it be deemed to have assumed, any obligation as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes or trustee for, or any relationship of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together agency or trust with such powers and discretion as are reasonably incidental thereto. In this connectionor for, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (Borrower or any portion Subsidiary thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements), the Collateral Agent and each Letter of Credit Issuer hereby irrevocably designates and appoints ▇▇▇▇▇ Capital Markets LLC to act on its behalf as the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Credit Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 13 (other than Section 13.1(c) with respect to the Joint Lead Arrangers and the Joint Bookrunners and Sections 13.9, 13.12, 13.13 and 13.14(h) with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and none of Holdings, the Borrower or any other Credit Party shall have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderLender or any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against the Administrative AgentAgent regardless of whether a Default or Event of Default has occurred and is continuing. Without limiting the generality of the foregoing, the use of the term “agent” herein and in other Credit Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under any agency doctrine of any applicable Laws and instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements), the Administrative Agent shall also and each Letter of Credit Issuer hereby irrevocably designates and appoints ▇▇▇▇▇ Capital Markets LLC to act on its behalf as the Collateral Agent under this Agreement and the other Credit Documents and irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties 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. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender or any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent regardless of whether a Default or Event of Default has occurred and is continuing. Without limiting the generality of the foregoing, the use of the term “collateral agent” herein and in other Credit Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under the Loan Documentsany agency doctrine of any applicable Laws and instead, such term is used merely as a matter of market custom, and each is intended to create or reflect only an administrative relationship between independent contracting parties. (c) The Joint Lead Arrangers and the Joint Bookrunners, in their capacities as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 13 as if they were an Agent. (d) Each of the Lenders (including in its capacities capacity as a party to potential Secured Party by virtue of being a Specified counterparty under a Secured Hedge Agreement or Specified a Secured Cash Management Agreement) and each other Secured Party hereby agrees that it will be bound by and will take no actions contrary to the Issuing Lender provisions of any Intercreditor Agreement (including any First Lien Intercreditor Agreement or any Second Lien Intercreditor Agreement, as applicable) entered into pursuant to the terms hereof. Each Secured Party hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties Agent to enter into each Intercreditor Agreement entered into pursuant to the Guarantee terms hereof and to subject the Liens securing the Obligations to the provisions thereof. (e) Any corporation or association into which the Agents may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which such Agent is a party, will be and become the successor Administrative Agent and/or Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” applicable, under this Agreement and any co-agents, sub-agents will have and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled succeed to the benefits rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of all provisions any instrument or paper or the performance of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoany further act.

Appointment. (a) Each Lender hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A., as the Administrative Agent as the agent and Collateral Agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the JPMorgan Chase Bank, N.A., as Administrative Agent, in Agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to or required of the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative AgentAgents or the Other Representatives. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each Each of the Lenders Agents may perform any of their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) it being understood and agreed, for avoidance of doubt and without limiting the Issuing Lender hereby irrevocably appoints and authorizes generality of the foregoing, that the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes Collateral Agent may perform any of acquiring, holding their respective duties under the Security Documents by or through one or more of their respective affiliates). Each Agent and enforcing any such sub-agent may perform any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee its duties and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any exercise its rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all powers by or through their respective Related Parties. The exculpatory provisions of this Section 9 and Section 10 (including Section 9.7, as though shall apply to any such co-agents, sub-agents agent and attorneysto the Related Parties of each Agent and any such sub-in-fact were agent, and shall apply to their respective activities in connection with the “collateral agent” under syndication of the Guarantee and Collateral Agreement) credit facilities provided for herein as if set forth in full herein with respect theretowell as activities as Agent.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) . The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to potential Hedge Bank and a Specified Hedge Agreement or Specified potential Cash Management AgreementBank) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 Article VIII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 Article VIII and Section 10 Article IX (including Section 9.79.05, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral AgreementLoan Documents) as if set forth in full herein with respect thereto. Each Issuing Bank shall act on behalf of the Revolving Facility Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each Issuing Bank shall have all of the benefits and immunities (a) provided to the Administrative Agent in this Article with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Article included such Issuing Bank with respect to such acts or omissions, and (b) as additionally provided herein with respect to each Issuing Bank.

Appointment. (a) Each Lender Class S Purchaser and each Agent hereby irrevocably designates consents and appoints agrees to the appointment of the Administrative Agent as pursuant to the agent terms of such Lender under this Agreement and the other Loan DocumentsIndenture, and each such Lender Class S Purchaser and Agent irrevocably authorizes the Administrative Agent, in as the agent for such capacityClass S Purchaser or Agent, to take such action on its behalf under the provisions of this Agreement and the other Loan Related Documents and to exercise such powers and perform such duties here under and thereunder as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Related Documents, together with such other powers as are reasonably incidental thereto. Each Class S Purchaser in each Purchaser Group hereby irrevocably designates and appoints the Agent for such Purchaser Group as the agent of such Class S Purchaser under this Agreement, and each such Class S Purchaser irrevocably authorizes such Agent, as the agent for such Class S Purchaser, to take such action on its behalf under the provisions of the Related Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of the Related Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderClass S Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or any Agent. (b) The Administrative . To the extent that any provision of this Article 7 with respect to the relationship between an Agent shall also act as and the “collateral agent” under the Loan Documents, and each of the Lenders (including Class S Purchasers in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) Purchaser Group conflicts with any agreement between such Class S Purchasers and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative such Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein any agreement with respect theretoto a Support Facility, the terms of such other agreement will control.

Appointment. (a) Each Lender hereby irrevocably appoints, designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, Agent to take such action on its behalf under the provisions of this Agreement and the each other Loan Documents Document and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent it by the terms of this Agreement and the or any other Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this AgreementAgreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein, herein or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. . Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (bor express) The Administrative Agent shall also act obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as the “collateral agent” under the Loan Documentsa matter of market custom, and each is intended to create or reflect only an administrative relationship between independent contracting parties. The Issuing Bank shall act on behalf of the Lenders (including in its capacities as a party with respect to a Specified Hedge Agreement or Specified Cash Management Agreement) any Letters of Credit Issued by it and the Issuing Lender hereby irrevocably appoints documents associated therewith until such time and authorizes except for so long as the Administrative Agent may agree at the request of the Required Lenders to act as the agent of for such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein Bank with respect thereto; provided, however, that the Issuing Bank shall have all of the benefits and immunities (i) provided to the Agent in this Article 11 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 "Agent", as used in this Article 11, included the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing Bank.

Appointment. (a) Each Lender of the Lenders and the Letter of Credit Issuers hereby irrevocably designates and appoints JPMorgan to act on its behalf as the Administrative Agent as the agent of such Lender hereunder and under this Agreement and the other Loan Documents, Credit Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, Agent to take such action actions on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documentshereof or thereof, together with such other actions and powers as are reasonably incidental thereto. Notwithstanding It is understood and agreed that the use of the term “agent” herein or in any provision other Credit Documents (or any other similar term) with reference to the contrary elsewhere in this Agreement, the Administrative Agent shall is not have any duties or responsibilities, except those expressly set forth herein, or intended to connote any fiduciary relationship with or other implied (or express) obligations arising under agency doctrine of any Lenderapplicable Law. Instead such term is used as a matter of market custom, and no implied covenants, functions, responsibilities, duties, obligations is intended to create or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agentreflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “collateral agentCollateral Agent” under the Loan Credit Documents, and each of the Lenders (including in its capacities as a party to potential Hedge Bank and a Specified Hedge Agreement or Specified potential Cash Management AgreementBank) and the Issuing Lender Letter of Credit Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender such Letter of Credit Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by under the Security Documents to secure any of the Loan Parties pursuant to the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” Collateral Agent”, and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 12.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 12 and Section 10 13 (including Section 9.713.5(a), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agentCollateral Agent” under the Guarantee and Collateral AgreementCredit Documents) as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender KeyBank National Association, is hereby irrevocably designates and appoints the appointed Administrative Agent as the agent of such Lender hereunder and under this Agreement and the each other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan DocumentsDocument, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender. The Administrative Agent agrees to act as such upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the Issuing Lender for purposes other Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent (i) shall perform its duties with respect to the administration of acquiring, holding and enforcing the Facility in the same manner as it does when it is the sole lender under this type of facility but does not hereby assume any and all Liens on Collateral granted by fiduciary duties to any of the Loan Parties pursuant to Lenders, (ii) is a “representative” of the Guarantee Lenders within the meaning of the term “secured party” as defined in the Illinois Uniform Commercial Code and Collateral Agreement, together with such powers and discretion (iii) is acting as are reasonably incidental thereto. In this connectionan independent contractor, the Administrative Agent, as “collateral agent” rights and any co-agents, sub-agents duties of which are limited to those expressly set forth in this Agreement and attorneys-in-fact appointed by the other Loan Documents. Each of the Lenders hereby agrees to assert no claim against the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing on any Lien on the Collateral (agency theory or any portion thereof) granted under other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives, provided that the Guarantee and Collateral AgreementAdministrative Agent shall, in any case, not be released from liability to the Lenders for damages or for exercising any rights and remedies thereunder at the direction losses incurred by them as a result of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto’s gross negligence or willful misconduct.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Credit Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent shall also act as the “collateral agent” under agent with respect to the Loan DocumentsCollateral, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and Administrative Agent, each Lender, the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Swingline Lender and the Issuing Lender for purposes Letter of acquiringCredit Issuer irrevocably authorizes the Collateral Agent, holding in such capacity, to take such action on its behalf under the provisions of this Agreement and enforcing any the other Credit Documents and all Liens on Collateral granted by any of the Loan Parties pursuant to exercise such powers and perform such duties as are expressly delegated to the Guarantee Collateral Agent by the terms of this Agreement and Collateral Agreementthe other Credit Documents, together with such other powers and discretion as are reasonably incidental thereto. In Notwithstanding any provision to the contrary elsewhere in this connectionAgreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, as “collateral agent” the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding other Credit Document or enforcing any Lien on otherwise exist against the Collateral Agent. (or any portion thereofc) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction Each of the Administrative Agent)Co-Syndication Agents, Joint Lead Arrangers and Joint Bookrunners and the Co-Documentation Agents, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to the all benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto13.

Appointment. (a) Each Lender In order to facilitate the transactions contemplated by this Agreement, Barclays is hereby irrevocably designates and appoints appointed to act as the Administrative Agent and as the agent Collateral Agent. Each of the Lenders, Issuing Banks and each assignee of any such Lender under this Agreement and the other Loan Documents, and each such Lender Issuing Bank hereby irrevocably authorizes the Administrative Agent, in such capacity, Agent and the Collateral Agent to take such action actions on its behalf under the provisions of this Agreement and the other Loan Documents such Lender, Issuing Bank or assignee and to exercise such powers and perform such duties as are expressly specifically delegated to the Administrative Agent and the Collateral Agent by the terms and provisions hereof and of this Agreement and the other Loan Documents, together with such other actions and powers as are reasonably incidental thereto. Notwithstanding any provision to Without limiting the contrary elsewhere in this Agreementgenerality of the foregoing, the Administrative Agent shall not have is hereby expressly authorized, without hereby limiting any duties implied authority, (i) to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents, (ii) to negotiate, enforce or responsibilitiessettle any claim, except those expressly set forth hereinaction or proceeding affecting the Lenders in their capacities as such, at the direction of the Required Lenders, which negotiation, enforcement or any fiduciary relationship with any settlement will be binding upon each Lender, (iii) to receive on behalf of the Lenders all payments of principal of and no implied covenantsinterest on the Loans and all other amounts due to the Lenders hereunder, functions, responsibilities, duties, obligations or liabilities and promptly to distribute to each Lender its proper share of each payment so received (and any such payments not so distributed by the Administrative Agent within one Business Day of receipt thereof shall be read into bear interest at a rate equal to the greater of (A) the Federal Funds Rate and (B) a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation); (iv) to give notice on behalf of each of the Lenders and the Issuing Banks of any Event of Default specified in this Agreement or any of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (v) to distribute to each Lender and Issuing Bank copies of all notices, financial statements and other Loan Document or otherwise exist against materials delivered by the Borrower pursuant to this Agreement as received by the Administrative Agent. (b) The Administrative Each Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such Issuing Bank shall have all of the benefits and immunities (i) provided to the Agents in this Article VIII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article VIII and (ii) as additionally provided herein with respect to such Issuing Bank. (c) Neither Agent nor any of its Related Parties shall be liable as such for any action taken or omitted by any of them except for the applicable Agent’s or its Related Party’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained herein or therein or the occurrence of any Default or Event of Default or (iv) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the applicable Agent. Neither Agent shall also act be responsible to the Lenders or the Issuing Banks for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Neither Agent shall be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders. Except as the “collateral agent” under expressly set forth in the Loan Documents, and each neither Agent shall have any duty to disclose, nor shall it 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 the entity serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. Neither Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08 (including Waivers; Amendment)). Without limiting the generality of the foregoing, neither Agent shall (A) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Lender or (B) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Lender. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person. Neither Agent nor any of its capacities Related Parties shall have any responsibility to any Loan Party or any other party hereto or to any other Loan Document on account of the failure, delay in performance or breach by, or as a party result of information provided by, any Lender or any Issuing Bank of any of its obligations hereunder or to any Lender or Issuing Bank on account of the failure of or delay in performance or breach by any other Lender, Issuing Bank or any Loan Party of any of its obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to it in writing by the Borrower or a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Lender. Each Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing may perform any and all Liens on Collateral granted duties and exercise its rights and powers by or through any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, one or more sub-agents and attorneys-in-fact appointed by the Administrative it. Each Agent pursuant to Section 9.2 for purposes of holding or enforcing and any Lien on the Collateral (or such sub-agent may perform any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any all duties hereunder and exercise its rights and remedies thereunder at powers by or through its Related Parties. The exculpatory provisions of this Section 8.01 (Appointment) shall apply to any such sub-agent and to the direction Related Parties of each Agent and any such sub-agent. The Agents shall not be responsible for the Administrative Agent)misconduct of any such agent or other Person selected by it in good faith. Each Agent is authorized and directed to execute the Loan Documents to which it is party and, in acting thereunder, shall be entitled to the benefits of all provisions of this Section 9 protections, indemnifications and Section 10 (including Section 9.7, as though such co-agents, sub-agents limitations from liability afforded to it hereunder and attorneys-in-fact were thereunder. Each Agent shall have the “collateral agent” right at any time to seek instructions concerning any action to be taken or not taken or right exercisable by it under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoLoan Documents.

Appointment. (a) Each Lender of the First Lien Secured Parties hereby irrevocably designates appoints and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, Controlling Collateral Agent to take such action actions on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Controlling Collateral Agent by the terms of this Agreement and the other Loan Documentshereof, together with such other powers and discretion as are reasonably incidental thereto. Notwithstanding any provision Each of the First Lien Secured Parties also authorizes the Controlling Collateral Agent, at the written request of the Obligors, to if applicable, execute and deliver the contrary elsewhere Second Lien Intercreditor Agreement in the capacity as “Designated Senior Representative,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement and authorizes the Controlling Collateral Agent, in accordance with the provisions of this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinto take such actions on its behalf and to exercise such powers as are delegated to, or any fiduciary relationship with any Lenderotherwise given to, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as Designated Senior Representative by the “collateral agent” under the Loan Documents, and each terms of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Controlling Collateral Agent pursuant to Section 9.2 the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the Guarantee and Collateral AgreementFirst Lien Security Documents, or for exercising any rights and remedies thereunder or under any of the Other Intercreditor Agreements at the direction of the Administrative AgentControlling Collateral Agent (acting on the written instructions of the requisite holders of the applicable Series of First Lien Obligations), shall be entitled to the benefits of all provisions of this Section 9 4.02 and Section 10 the equivalent, if applicable, provision of any First Lien Document (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agentCollateral Agent” under the Guarantee and Collateral Agreementnamed therein) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Controlling Collateral Agent to facilitate and effect actions taken or intended to be taken by the Controlling Collateral Agent pursuant to this Section 4.02, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral Agent (acting on the written instructions of the requisite holders of the applicable Series of First Lien Obligations) to effect such actions, and joining in any action, motion or proceeding initiated by the Controlling Collateral Agent for such purposes.

Appointment. (a) Each Lender New Investor hereby irrevocably designates and appoints the Administrative Collateral Agent as the agent of such Lender New Investor under this Agreement and the other Loan DocumentsSecurity Documents and each New Investor irrevocably (i) directs the Collateral Agent to enter into this Agreement and the New Security Agreement, and each such Lender irrevocably (ii) authorizes the Administrative Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Collateral Agent by the terms of this Agreement and the other Loan Security Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderNew Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document and the Security Documents or otherwise exist against the Administrative Collateral Agent. (b) The Administrative Agent shall also act Each of the Grantors and the Existing Investors hereby agree that, notwithstanding anything to the contrary in the Existing Security Agreement, the Existing Investors may execute any of their respective duties, rights, powers and remedies as the “collateral agent” secured parties under the Loan Documents, Existing Debenture Documents by or through agents or attorneys-in-fact. Each Existing Investor hereby designates and each of appoints the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as the agent and attorney-in-fact of such Lender Existing Investor under this Agreement and the Issuing Lender for purposes Security Documents and each Existing Investor authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of acquiring, holding this Agreement and enforcing any the Security Documents and all Liens on Collateral granted by any of the Loan Parties pursuant to exercise such powers and perform such duties as are expressly delegated to the Guarantee Collateral Agent by the terms of this Agreement and Collateral Agreementthe Security Documents, together with such other powers and discretion as are reasonably incidental thereto. In Notwithstanding any provision to the contrary elsewhere in this connectionAgreement, the Administrative AgentCollateral Agent shall not have any duties or responsibilities, as “collateral agent” except those expressly set forth herein, or any fiduciary relationship with any Existing Investor, and any co-agentsno implied covenants, sub-agents functions, responsibilities, duties, obligations or liabilities shall be read into Agreement and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding Security Documents or enforcing any Lien on otherwise exist against the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Credit Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent shall also act as the “collateral agent” under agent with respect to the Loan DocumentsCollateral, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and Administrative Agent, each Lender, the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Swingline Lender and the Issuing Lender for purposes Letter of acquiringCredit Issuer irrevocably authorizes the Collateral Agent, holding in such capacity, to take such action on its behalf under the provisions of this Agreement and enforcing any the other Credit Documents and all Liens on Collateral granted by any of the Loan Parties pursuant to exercise such powers and perform such duties as are expressly delegated to the Guarantee Collateral Agent by the terms of this Agreement and Collateral Agreementthe other Credit Documents, together with such other powers and discretion as are reasonably incidental thereto. In Notwithstanding any provision to the contrary elsewhere in this connectionAgreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, as “collateral agent” the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding other Credit Document or enforcing any Lien on otherwise exist against the Collateral Agent. (or any portion thereofc) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction Each of the Administrative Agent)Co-Syndication Agents, Joint Lead Arrangers and Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to the all benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto13.

Appointment. (a) Each Lender of the Holders and Lenders hereby irrevocably designates and appoints the Administrative Agent as the administrative agent and collateral agent of such Holder or such Lender (or the Holders or Lenders represented by it) under this Agreement and the other Loan DocumentsTransaction Documents for the term hereof (and Agent hereby accepts such appointment), and each such Holder and Lender irrevocably authorizes the Administrative Agent, in such capacity, Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or the other Transaction Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lenderherein and therein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any the other Loan Document Transaction Documents or otherwise exist against the Administrative Agent. . Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders and Holders), and is hereby authorized, to (a) act as the disbursing and collecting agent for the Lenders and Holders with respect to all payments and collections arising in connection with the Transaction Documents (including in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Transaction Document to any Lender or Holder is hereby authorized to make such payment to Agent, (b) The Administrative Agent shall also file and prove claims and file other documents necessary or desirable to allow the claims of the Agent, Lenders and Holders with respect to any Obligation in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (c) act as collateral agent for itself and each Lender and Holder for purposes of the “collateral agent” perfection of all Liens created by such agreements and all other purposes stated therein, (d) manage, supervise and otherwise deal with the Collateral, (e) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Transaction Documents, (f) except as may be otherwise specified in any Transaction Document, exercise all remedies given to Agent, the Lenders and the Holders with respect to the Credit Parties and/or the Collateral, whether under the Loan Transaction Documents, applicable Requirements or otherwise and (g) execute any amendment, consent or waiver under the Transaction Documents on behalf of any Lender or Holder that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and directs each Lender and Holder to act as collateral sub-agent for Agent, the Lenders and the Holders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and Cash Equivalent Investments held by, such Lender or Holder, and may further authorize and direct the Lenders and the Holders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Agent, and each Lender and Holder hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. Sections 12.5 and 12.9 shall apply to any collateral sub-agent described in the proviso to the immediately preceding sentence and its Related Parties in connection with their respective actions and activities described therein. Any reference to the Agent in this Agreement or the other Transaction Documents shall be deemed to refer to the Agent solely in its capacity as Agent and not in its capacity, if any, as a Holder or a Lender. Under the Transaction Documents, Agent (a) is acting solely on behalf of the Agent, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Lenders and Holders (including except to the limited extent provided in its capacities as a party Section 2.9 with respect to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes Register), with duties that are entirely administrative in nature, notwithstanding the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any use of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connectiondefined term “Agent”, the Administrative terms “agent”, “Agent, as ” and “collateral agent” and similar terms in any co-agentsTransaction Document to refer to Agent, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 which terms are used for title purposes of holding or enforcing only, (b) is not assuming any Lien on the Collateral (obligation under any Transaction Document other than as expressly set forth therein or any portion thereof) granted under role as agent (except as expressly set forth in this Agreement and the Guarantee and Collateral Agreementother Transaction Documents), fiduciary or trustee of or for exercising any rights Lender, Holder or any other Person and remedies thereunder at the direction of the Administrative Agent)(c) shall have no implied functions, shall be entitled to responsibilities, duties, obligations or other liabilities under any Transaction Document, and each Lender and Holder, by accepting the benefits of all provisions the Transaction Documents, hereby waives and agrees not to assert any claim against Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (a) through (c) of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretosentence.

Appointment. The Lenders hereby irrevocably designate and appoint Deutsche Bank AG New York Branch as Administrative Agent (afor purposes of this Section 12 and Section 13.01, the term “Administrative Agent” also shall include DBNY in its capacity as Collateral Agent pursuant to the Security Documents) to act as specified herein and in the other Credit Documents. The Lenders hereby irrevocably designate and appoint Deutsche Bank AG New York Branch as Collateral Agent to act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably designates authorizes, and appoints each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent to take such action on its behalf under the provisions of this Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the agent Administrative Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. Each Lender hereby irrevocably authorizes, each holder of any Note by the acceptance of such Lender under this Agreement and the other Loan DocumentsNote, and each such Lender other Secured Creditor by the acceptance of the Obligations secured by the Security Documents, shall be deemed irrevocably authorizes to authorize, the Administrative Agent, in such capacity, Collateral Agent to take such action on its behalf under the provisions of this Agreement and the any other Loan Documents instruments and agreements referred to herein and to exercise such powers and to perform such duties hereunder as are expressly specifically delegated to or required of the Administrative Collateral Agent by the terms of this Agreement hereof and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding The Lenders hereby authorize the Collateral Agent (and any provision sub-agents appointed in accordance with Section 12.13 below), at its option and in its sole discretion, to execute powers of attorney in favor of US Company and/or its Subsidiaries with respect to the contrary elsewhere release of Liens on Collateral constituting Motor Vehicles which are sold in this Agreement, accordance with the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against terms of the Administrative Agent. (b) Credit Documents. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by may perform any of the Loan Parties pursuant to the Guarantee and Collateral Agreementtheir respective duties hereunder or under any other Credit Document by or through its officers, together with such powers and discretion as are reasonably incidental thereto. In this connectiondirectors, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding employees or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoaffiliates.

Appointment. (a) Each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, including as the Collateral Agent for such Lender and the other Secured Parties under the Security Documents, including the Vessel Mortgage, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan DocumentsDocuments to which it is a party, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each In furtherance of the Lenders foregoing, each Lender (including in its capacities as a party Lender and on behalf of itself and its Affiliates as potential counterparties to a Specified Hedge Agreement or Specified Cash Management AgreementSwap Agreements) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact Subagents appointed by the Administrative Collateral Agent pursuant to Section 9.2 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and or remedies thereunder at the direction of the Administrative Collateral Agent), ) shall be entitled to the benefits of all provisions of this Section 9 and Section 10 Article IX (including Section 9.7, 9.07) as though such co-agents, sub-agents the Collateral Agent (and attorneys-in-fact any of their respective Subagents) were the an “collateral agentAgent” under the Guarantee and Collateral Agreement) Loan Documents, as if set forth in full herein with respect thereto. (c) Each Lender (in its capacities as a Lender) irrevocably authorizes the Administrative Agent or the Collateral Agent, as applicable, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (A) upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations and expense reimbursement claims to the extent no claim therefor has been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document to a person that is not (and is not required to become) a Loan Party, (C) if approved, authorized or ratified in writing in accordance with Section 10.08 of this Agreement or (D) to the extent excluded from the security interest granted under the Collateral Agreement pursuant to Section 3.01 thereof, (ii) to release the Subsidiary Guarantor from its obligations under the Loan Documents if such person ceases to be a Subsidiary as a result of a transaction permitted hereunder and (iii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(e)(2)(b). Upon request by an Agent, at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s, as applicable, authority to release its interest in particular types or items of property, or to release the Subsidiary Guarantor from its obligations under the Loan Documents. (d) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, (i) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Loan Party) shall be entitled and empowered, by intervention in such proceeding or otherwise (A) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent and any Subagents allowed in such judicial proceeding, and (B) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and (ii) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under the Loan Documents. 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 any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent agents of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative or required of such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent or the Administrative AgentOther Representatives. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each Each of the Lenders Agents may perform any of their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) it being understood and agreed, for avoidance of doubt and without limiting the Issuing Lender hereby irrevocably appoints and authorizes generality of the foregoing, that the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes Collateral Agent may perform any of acquiring, holding their respective duties under the Security Documents by or through one or more of their respective affiliates). Each Agent and enforcing any such sub-agent may perform any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee its duties and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any exercise its rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all powers by or through their respective Related Parties. The exculpatory provisions of this Section 9 and Section 10 (including Section 9.7, as though shall apply to any such co-agents, sub-agents agent and attorneysto the Related Parties of each Agent and any such sub-in-fact were agent, and shall apply to their respective activities in connection with the “collateral agent” under syndication of the Guarantee and Collateral Agreement) credit facilities provided for herein as if set forth in full herein with respect theretowell as activities as Agent.

Appointment. (a) Each Lender of the Lenders hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other applicable Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other applicable Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. The provisions of this Article are solely for the benefit of the Agent and the other Credit Parties, and no Loan Party or any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent,” and any co-agents, sub-agents and or attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.79.09) and Section 10.04, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) Loan Documents as if set forth in full herein with respect thereto. (c) The provisions of this Section 9.01 are for the benefit of the Agent and the Lenders, and no Loan Party or any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions (other than the provisions of Section 9.06).

Appointment. (a) Each Lender and, by its acceptance of the benefits of the Collateral and Guarantees under the Loan Documents, each Hedge Bank party to a Secured Hedge Agreement hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and the Collateral Agent as the agent for such Lender and the other Secured Parties under the Security Documents, and each such Lender and Hedge Bank irrevocably authorizes the Administrative Agent and the Collateral Agent, in such capacitycapacities, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent and the Collateral Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders hereby grants to the Administrative Agent and the Collateral Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderLender or Hedge Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative AgentAgents. (b) The Administrative Agent shall also act as In furtherance of the “collateral agent” foregoing, each Lender and, by its acceptance of the benefits of the Collateral and Guarantees under the Loan Documents, and each of the Lenders (including in its capacities as a Hedge Bank party to a Specified Secured Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as the agent of such Lender and the Issuing Lender such Hedge Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact Subagents appointed by the Administrative Collateral Agent pursuant to Section 9.2 8.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and or remedies thereunder at the direction of the Administrative Collateral Agent), ) shall be entitled to the benefits of all provisions of this Article VIII (including, without limitation, Section 9 8.07) and Article IX (including, without limitation, Section 10 (including Section 9.7, 9.05) as though the Collateral Agent (and any such co-agents, sub-agents and attorneys-in-fact Subagents) were the an “collateral agentAgent” under the Guarantee and Collateral Agreement) Loan Documents, as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender hereby irrevocably designates and appoints JPMCB as the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender hereby irrevocably authorizes JPMCB, as the Administrative Agent, in Agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or the other Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any the other Loan Document Documents or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed Any proceeds received by the Administrative Agent pursuant to Section 9.2 for purposes the terms of holding or enforcing any Lien on the Guarantee and Collateral (or any portion thereof) granted under the Agreement shall be applied as provided in such Guarantee and Collateral Agreement, or for exercising . Each Hedging Lender agrees that (i) if at any rights and remedies thereunder at the direction of the Administrative Agent), time it shall be entitled receive any proceeds pursuant to the benefits terms of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the either Guarantee and Collateral AgreementAgreement (other than through application by the Administrative Agent in accordance with this subsection 9.1(b)), it shall promptly turn the same over to the Administrative Agent for application in accordance with the provisions hereof and (ii) as if set forth in full herein it will not take or cause to be taken any action, including, without limitation, the commencement of any legal or equitable proceedings, the purpose of which is or could be to give such Hedging Lender any preference or priority against the other Lenders with respect theretoto such proceeds.

Appointment. (a) Each Lender The Lenders (which term includes each Issuing Bank for purposes of this Article XI) hereby irrevocably designates designate and appoints the appoint Jefferies as Administrative Agent and (b) the Revolving Lenders (which term includes each Issuing Bank for purposes of this Article XI) hereby irrevocably designate and appoint KeyBank as Revolving Agent (for purposes of Article XI and XII, the agent of such Lender under term “Administrative Agent” also shall include Jefferies in its capacity as Collateral Agent pursuant to the Security Documents, and shall be deemed to include any Auction Manager appointed pursuant to this Agreement Agreement), in each case, to act as specified herein and in the other Loan Documents. Each (a) Lender hereby irrevocably authorizes, and each holder of any applicable Note by the acceptance of such Lender Note shall be deemed irrevocably authorizes to authorize, the Administrative Agent and (b) Revolving Lender hereby irrevocably authorizes, and each holder of any applicable Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Revolving Agent, in such capacityeach case, to take such action on its behalf under the provisions of this Agreement and Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to or required of, as applicable, the Administrative Agent or the Revolving Agent by the terms of this Agreement hereof and the other Loan Documents, together with thereof and such other powers as are reasonably incidental or related thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Revolving Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by may perform any of the Loan Parties pursuant to the Guarantee and Collateral Agreementits respective duties hereunder by or through its officers, together with such powers and discretion as are reasonably incidental thereto. In this connectiondirectors, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding employees or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoaffiliates.

Appointment. The Noteholders hereby appoint and designate U.S. Bank as collateral agent on their behalf hereunder and under the Collateral Documents. U.S. Bank hereby accepts such appointment on the terms and conditions set forth herein and acknowledges that it holds the Collateral and acts under the Collateral Documents as agent for and on behalf of the Noteholders. The Noteholders hereby authorize and direct the Collateral Agent to (a) Each Lender hereby irrevocably designates enter into all of the Collateral Documents for and appoints on behalf of and for the Administrative Agent as benefit of the agent of Secured Parties in accordance with the terms hereof and thereof, (b) exercise such Lender rights and powers under this Agreement and or the other Loan Collateral Documents, and each such Lender irrevocably authorizes as the Administrative Agentcase may be, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly specifically granted or delegated to the Administrative Collateral Agent by the terms of this Agreement hereof and the other Loan Documentsthereof, together with such other rights and powers as are reasonably incidental thereto. Notwithstanding any provision thereto or as are customarily and typically exercised by agents performing duties similar to the contrary elsewhere duties of the Collateral Agent hereunder and under the Collateral Documents, subject, however, to any express limitations set forth herein or in this Agreementthe Collateral Documents, and (c) perform the Administrative obligations of the Collateral Agent thereunder. The Noteholders hereby agree to be bound by the provisions of the Collateral Documents. The duties of the Collateral Agent shall be deemed ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilitieshave, except those expressly set forth herein, by reason of this Agreement or any of the Collateral Documents, a fiduciary relationship with any LenderNoteholder, Obligor or their respective Affiliates. In addition to the foregoing, the Collateral Agent is authorized to open and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall maintain a deposit account and to make deposits and disbursements as provided by the Collateral Documents. Funds on deposit may be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each invested in Permitted Investments but only pursuant to written instructions of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoCompany.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Credit Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Bookrunners and Section 12.9 with respect to Holdings) are solely for the benefit of the Agents and the Lenders, neither Holdings nor the Borrower shall have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent shall also act as the “collateral agent” under agent with respect to the Loan DocumentsCollateral, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and Administrative Agent, each Lender, the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Swingline Lender and the Issuing Lender for purposes Letter of acquiringCredit Issuer irrevocably authorizes the Collateral Agent, holding in such capacity, to take such action on its behalf under the provisions of this Agreement and enforcing any the other Credit Documents and all Liens on Collateral granted by any of the Loan Parties pursuant to exercise such powers and perform such duties as are expressly delegated to the Guarantee Collateral Agent by the terms of this Agreement and Collateral Agreementthe other Credit Documents, together with such other powers and discretion as are reasonably incidental thereto. In Notwithstanding any provision to the contrary elsewhere in this connectionAgreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, as “collateral agent” the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding other Credit Document or enforcing any Lien on otherwise exist against the Collateral Agent. (or any portion thereofc) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction Each of the Administrative Syndication Agent), Joint Lead Arrangers and Bookrunners, the Co-Documentation Agents and the Joint Manager and Arranger each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to the all benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto12.

Appointment. (a) Each Lender hereby irrevocably designates Financing Source and each Beneficiary, by its execution of this Agreement, appoints the Administrative Agent Deutsche Bank Trust Company Americas as the agent Master Collateral Agent under and for purposes of this Agreement. Each Financing Source and each Beneficiary authorizes the Master Collateral Agent to act on behalf of such Lender Financing Source and Beneficiary under this Agreement and, in the absence of other written instructions from a Beneficiary with respect to its Related Vehicles and Related Master Collateral as may be received from time to time by the Master Collateral Agent (with respect to which the Master Collateral Agent agrees that it will comply), subject to the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and Article IV, to exercise such powers hereunder as are specifically delegated to or required of the other Loan Documents Master Collateral Agent by the terms hereof and to exercise such powers and perform such duties as are expressly delegated provided to each Financing Source and Beneficiary with respect to its Related Vehicles and other Related Master Collateral under the Administrative Agent by the terms of this Agreement and the other Loan related Financing Documents, together along with such other powers as are may be reasonably incidental thereto. Notwithstanding any provision The Master Collateral Agent is hereby irrevocably appointed the true and lawful attorney-in-fact of each of the Beneficiaries, in its name and stead, for such purposes as are necessary or desirable to effectuate the contrary elsewhere in provisions of this Agreement, the Administrative Agent shall not have any duties or responsibilitiesincluding, except those expressly set forth hereinwithout limitation, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document in exercising remedies upon or otherwise exist against dealing with the Administrative AgentMaster Collateral. Each such power of attorney is irrevocable and coupled with an interest. (b) The Administrative Agent If and whenever a Default shall also act as the “collateral agent” under the Loan Documents, have occurred and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connectionbe continuing, the Administrative AgentMaster Collateral Agent may and, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative applicable related Beneficiary (as provided in the next succeeding sentence) shall, exercise from time to time any rights and remedies available to it under applicable law or any Financing Document. If any Beneficiary notifies the Master Collateral Agent in writing that it or the Master Collateral Agent has the right to act with respect to the Beneficiary’s related Master Collateral pursuant to its related Financing Documents or pursuant to the UCC as in effect in the applicable jurisdiction, then the Master Collateral Agent, if it has been indemnified to its satisfaction and is legally able to do so, shall exercise or arrange for the exercise of any and all rights, remedies, powers and privileges available to such Beneficiary or the Master Collateral Agent with respect to the Beneficiary’s related Master Collateral to the extent and in the manner directed by such Beneficiary, at such Beneficiary’s expense and subject to the other provisions of this Agreement (including, without limitation, Section 4.4(g)), as permitted under the related Financing Documents and under relevant law and regulations, including, without limitation, the transmission of notices of default, repossession of Related Vehicles, and the institution of legal or administrative actions or proceedings. Each of the Lessee Grantors, RCFC, the Beneficiaries and the Financing Sources agrees that the Master Collateral Agent may exercise such rights, remedies, powers and privileges assigned to it in lieu of a Beneficiary in accordance with the preceding sentence and agrees that the Grantors shall reimburse the Master Collateral Agent for such enforcement expenses only to the same extent that they would be obligated to reimburse the Master Collateral Agent or the applicable Beneficiary for such enforcement expenses pursuant to the related Financing Documents. (c) Instructions given to the Master Collateral Agent by any Beneficiary shall comply (and delivery of any such instructions by a Beneficiary to the Master Collateral Agent shall be deemed to be a representation and warranty by such Beneficiary that such instructions comply) with the Financing Documents of such Beneficiary and with applicable law and regulations. (d) The Master Collateral Agent may at any time delegate any duties or obligations hereunder (including, but not limited to, any duties or obligations arising pursuant to Section 3.4 or 4.1(b) hereof) to any Person (other than, with respect to any actions as agent of the Beneficiaries as secured parties, any Person with any other interest in the Master Collateral) who agrees to conduct such duties in accordance with the terms hereof. Any such delegation shall not constitute a resignation within the meaning of Section 4.5 hereof and the Master Collateral Agent shall not be liable for the negligence, acts or omissions of such Persons so long as such Persons are selected with due care. If any such delegation occurs, notification of the identity of such Person shall be given to the Servicer, Master Servicer, the Beneficiaries and the Rating Agencies. (e) If, at the time a Default exists under the Financing Documents related to a Beneficiary, the Master Collateral Agent shall default in its obligation or for any reason be unwilling or legally unable to exercise the rights, remedies, powers or privileges with respect to the Related Master Collateral of a Beneficiary in accordance with the direction of such Beneficiary (including any rights under Section 3.4 or 4.1(b)), the Master Collateral Agent shall, upon the written request of such Beneficiary, assign (without recourse to the Master Collateral Agent) to such Beneficiary the Master Collateral Agent’s security interest in such Beneficiary’s Master Collateral and shall prepare and execute those instruments and documents necessary to effectuate such assignment (including, if necessary, the execution of documents necessary to change the name of the first lienholder on Certificates of Title for such Beneficiary’s Related Vehicles to such Beneficiary or its agent or assignee). (f) Deutsche Bank Trust Company Americas, in its individual or in any other capacity (including as Trustee), may be a Beneficiary hereunder and as such shall be entitled to all of the benefits protections and rights of all provisions a Beneficiary under this Agreement without regard to its capacity as Master Collateral Agent hereunder. (g) Within three (3) Business Days of this Section 9 and Section 10 receipt by the Master Collateral Agent (including Section 9.71) from a Manufacturer of any material information pertaining to payments of Disposition Proceeds, as though such co-agentsGuaranteed Payments, sub-agents and attorneys-in-fact were the “collateral agent” Repurchase Payments, or Incentive Payments, or (2) of any payments arising under the Guarantee and Subleases, made or to be made to the Master Collateral Agreement) as if set forth in full herein with respect theretoAccount, the Master Collateral Agent shall provide such information to the Master Servicer.

Appointment. (a) Each Lender and Letter of Credit Issuer hereby irrevocably designates and appoints the MSSF (together with any successor Administrative Agent pursuant to Section 12.11) as Administrative Agent as the agent of such Lender under this Agreement and the other Loan Credit Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Each Lender and Letter of Credit Issuer hereby appoints MSSF (together with any successor Collateral Agent shall also act pursuant to Section 12.11) as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints Collateral Agent hereunder and authorizes the Administrative Collateral Agent to act (i) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant are expressly delegated to the Guarantee Collateral Agent under such Credit Documents and Collateral Agreement, together with (ii) exercise such powers and discretion as are reasonably incidental thereto. In For purposes of the exculpatory, liability-limiting, indemnification and other similar provisions of this connectionSection 12, references to the “Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant shall be deemed to Section 9.2 for purposes of holding or enforcing any Lien on include the Collateral (or any portion thereof) granted under Agent in its capacity as such. Each Lender hereby appoints the Collateral Agent to enter into, and sign for and on behalf of the Lenders as Secured Parties, the Guarantee and Collateral Agreement, or the Security Documents for exercising any rights and remedies thereunder at the direction benefit of the Administrative Agent)Lenders and the Secured Parties. (c) Each Lead Arranger and each Joint Bookrunner, in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to the all benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto12.

Appointment. (a) Each Lender (in such capacity and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) hereby irrevocably designates and appoints the (A) Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, including as a Collateral Agent for such Lender and the other Secured Parties (including the Revolving Facility Secured Parties) under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental theretothereto and (B) the Revolving Facility Collateral Agent as collateral agent for such lender for purposes of the Security Documents. In addition, to the extent required under the laws of any jurisdiction other than the United States, each of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each In furtherance of the Lenders foregoing, each Lender (including in such capacity and on behalf of itself and its capacities Affiliates as a party potential counterparties to a Specified Hedge Agreement or Specified Cash Management AgreementSwap Agreements) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto and to enter into and take such action on its behalf under the provisions of the Second Priority Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of the Second Priority Intercreditor Agreement, together with such other powers as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact Subagents appointed by the Administrative Collateral Agent pursuant to Section 9.2 8.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and or remedies thereunder at the direction of the Administrative Collateral Agent), ) shall be entitled to the benefits of all provisions of this Article VIII (including, without limitation, Section 9 and Section 10 (including Section 9.7, 8.07) as though the Collateral Agent (and any such co-agents, sub-agents and attorneys-in-fact Subagents) were the an “collateral agentAgent” under the Guarantee and Collateral Agreement) Loan Documents, as if set forth in full herein with respect thereto. (c) Each Lender (in such capacity and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) irrevocably authorizes each of the Administrative Agent and the Collateral Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (C) if approved, authorized or ratified in writing in accordance with Section 9.08 hereof, (ii) to release any Subsidiary Loan Party from its obligations under the Loan Documents if such person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) and (j). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Subsidiary Loan Party from its obligations under the Loan Documents. (d) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, (i) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (A) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent and any Subagents allowed in such judicial proceeding, and (B) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and (ii) any custodian, receiver, assignee, trustee, liquidator, examiner, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under the Loan Documents. 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 any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Appointment. (a1) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, as applicable, including as the Collateral Agent for such Lender and the other applicable Secured Parties under the applicable Security Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacitycapacities, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b2) The To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall also act indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. Each Lender hereby authorizes the “collateral agent” Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Loan Documents, and each Administrative Agent under this Section 9.01(2). The agreements in this Section 9.01(2) shall survive the resignation and/or replacement of the Lenders Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, no Borrower shall have liability for the actions of the Administrative Agent pursuant to the immediately preceding sentence. (including 3) In furtherance of the foregoing, each Lender (in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management AgreementLender and the Swingline Lender (if applicable) and the on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) and each Issuing Lender Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionconnection therewith, the Administrative Agent, as “collateral agent” Agent (and any co-agents, sub-agents and attorneys-in-fact Subagents appointed by the Administrative Agent pursuant to Section 9.2 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and or remedies thereunder at the direction of the Administrative Agent), ) shall be entitled to the benefits of all provisions of this Section 9 and Section 10 Article IX (including Section 9.7, 9.07) as though the Administrative Agent (and any such co-agents, sub-agents and attorneys-in-fact Subagents) were the an “collateral agentAgent” under the Guarantee and Collateral Agreement) Loan Documents, as if set forth in full herein with respect thereto. (4) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) irrevocably authorizes the Administrative Agent, at its option and in its discretion: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document: (i) upon termination of the Commitments, the payment in full of all Obligations (other than Obligations in respect of (i) Specified Hedge Agreements and Cash Management Obligations that are not then due and payable and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) and the expiration, termination or cash-collateralization (to the satisfaction of the respective Issuing Bank) of all Letters of Credit; (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document; or (iii) if approved, authorized or ratified in writing in accordance with Section 10.08 hereof; (b) to release any Loan Party from its obligations under the Loan Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(3) (and to the extent required by the terms thereof as of the Closing Date). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Loan Party from its obligations under the Loan Documents. (5) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, (a) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Agents and any Subagents allowed in such judicial proceeding and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and (b) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under the Loan Documents. 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 (each, a “Plan of Reorganization”) 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. (6) The Lenders and each other holder of an Obligation under a Loan Document shall act collectively through the Administrative Agent and, without limiting the delegation of authority to the Administrative Agent set forth herein and subject to the proviso to the final paragraph of Section 8.01, the Required Lenders shall direct the Administrative Agent with respect to the exercise of rights and remedies hereunder and under other Loan Documents (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default in each case that could be waived with the consent of the Required Lenders), and such rights and remedies shall not be exercised other than through the Administrative Agent; provided that the foregoing shall not preclude any Lender from exercising any right of set-off in accordance with the provisions of Section 10.06 or from exercising rights and remedies (other than the enforcement of Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Loans made by it.

Appointment. (a) Each Lender and each Issuing Bank hereby irrevocably ----------- designates and appoints Citicorp as the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, hereunder and each such Lender and each Issuing Bank hereby irrevocably authorizes the Administrative Agent, in such capacity, Agent to take such action on its behalf under the provisions hereof and of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, set forth herein or therein together with such other powers as are reasonably incidental thereto. Notwithstanding As to any matters not expressly provided for hereby (including, without limitation, enforcement or collection of the Notes or any amount payable under any provision of Article III when due) or the other Loan Documents, the Administrative Agent ----------- shall not be required to exercise any discretion or take any action. Notwithstanding the contrary elsewhere foregoing, the Administrative Agent shall be required to act or refrain from acting (and shall be fully protected in this Agreementso acting or refraining from acting) upon the instructions of the Requisite Lenders (unless the instructions or consent of all of the Lenders is required hereunder or thereunder) and such instructions shall be binding upon all Lenders, Issuing Banks and Holders; provided, however, the Administrative Agent shall not have be -------- ------- required to take any duties action which (i) the Administrative Agent reasonably believes shall expose it to personal liability unless the Administrative Agent receives an indemnification satisfactory to it from the Lenders with respect to such action or responsibilities(ii) is contrary hereto, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any to the other Loan Document Documents or otherwise exist against applicable law. The Administrative Agent agrees to act as such on the Administrative Agent.express conditions contained in this Article XII. ----------- (b) The Administrative Agent shall also act as provisions of this Article XII are solely for the “collateral agent” under the Loan Documents, and each benefit of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, ----------- the Administrative Agent, as “collateral agent” the Lenders and any co-agentsIssuing Banks, sub-agents and attorneys-in-fact appointed by none of the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (Borrowers or any portion thereof) granted under Subsidiary of the Guarantee and Collateral Agreement, or for exercising Borrowers shall have any rights and remedies thereunder at the direction to rely on or enforce any of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 hereof (including Section 9.7, other than as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if expressly set forth in full herein with respect theretoSections 12.07 and 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents (other than the Security Documents), and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents (other than the Security Documents) and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents (other than the Security Documents), together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document (other than the Security Documents) or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Each Lender hereby irrevocably designates and appoints and authorizes the Administrative Agent to act Collateral Agent, for the benefit of the Secured Parties, as the agent of such Lender under the Security Documents, and each such Lender irrevocably authorizes the Issuing Lender for purposes of acquiringCollateral Agent, holding and enforcing any and all Liens in such capacity, to take such action on Collateral granted by any its behalf under the provisions of the Loan Parties pursuant Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Guarantee and Collateral AgreementAgent by the terms of the Security Documents, together with such other powers and discretion as are reasonably incidental thereto. In this connectionNotwithstanding any provision to the contrary elsewhere in the Security Documents, the Administrative AgentCollateral Agent shall not have any duties or responsibilities, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if except those expressly set forth in full herein the Security Documents, or any fiduciary relationship with respect theretoany Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Security Documents or otherwise exist against the Collateral Agent.

Appointment. (a) Each Lender (in its capacity as a Lender) hereby irrevocably designates and appoints (i) the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents; and (ii) as the Collateral Agent as the agent of such Lender and the other Secured Parties under the Security Documents, and each such Lender irrevocably authorizes the Administrative each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative no Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative any Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each In furtherance of the Lenders foregoing, each Lender (including in its capacities capacity as a party to a Specified Hedge Agreement or Specified Cash Management AgreementLender) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of Holdings and the Loan Parties pursuant Borrower to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionconnection therewith, any Subagent appointed by the Administrative Agent, as “collateral agent” and Collateral Agent pursuant to Section 8.02 or any co-agents, sub-agents and attorneys-in-fact agent appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), as permitted hereunder shall be entitled to the benefits of all provisions of this Article VIII (including, without limitation, Section 9 and Section 10 (including Section 9.7, 8.07) as though such co-agents, sub-agents and attorneys-in-fact Subagent or agent were the an “collateral agentAgent” under the Guarantee and Collateral Agreement) Loan Documents, as if set forth in full herein with respect thereto. (c) Each Lender (in its capacity as a Lender) irrevocably authorizes the Agents, (i) to release any Lien on any property granted to or held by the Agents under any Loan Document (A) upon payment in full of all Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (C) if approved, authorized or ratified in writing in accordance with Section 9.18 hereof. Upon request by either Agent at any time, the Required Lenders will confirm in writing such Agent’s authority to release its interest in particular types of items of property, or to release any Guarantor from its obligations under the Loan Documents. (d) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to Holdings or the Borrower, (i) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (A) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and each Agent and any Subagents allowed in such judicial proceeding, and (B) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and (ii) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their agents and counsel, and any other amounts due the Agents under the Loan Documents. 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 any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Appointment. (a) Each Lender hereby irrevocably designates and appoints Credit Suisse AG, Cayman Islands Branch, as the Administrative Agent as the agent and Collateral Agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, in Agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to or required of the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Collateral Agent, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative AgentAgents or the Other Representatives. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each Each of the Lenders Agents may perform any of their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) it being understood and agreed, for avoidance of doubt and without limiting the Issuing Lender hereby irrevocably appoints and authorizes generality of the foregoing, that the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes Collateral Agent may perform any of acquiring, holding their respective duties under the Security Documents by or through one or more of their respective affiliates). Each Agent and enforcing any such sub-agent may perform any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee its duties and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any exercise its rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all powers by or through their respective Related Parties. The exculpatory provisions of this Section 9 and Section 10 (including Section 9.7, as though shall apply to any such co-agents, sub-agents agent and attorneysto the Related Parties of each Agent and any such sub-in-fact were agent, and shall apply to their respective activities in connection with the “collateral agent” under syndication of the Guarantee and Collateral Agreement) credit facilities provided for herein as if set forth in full herein with respect theretowell as activities as Agent.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents and the Collateral Agent as the agent of such Lender, the Administrative Agent, the Other Administrative Agent and the Other Lenders under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent and the Collateral Agent, as the case may be, in such capacitycapacities, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents Documents, as applicable, and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms of this Agreement and the other Loan Documents, as applicable (and, in the case of the Collateral Agent, the Other Credit Agreement and the Security Documents), together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein (and, in the case of the Collateral Agent, in the Other Credit Agreement), or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent. (b) . The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each Lender understand and agree that all Liens created by the Security Documents on the Collateral have been created in favor of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and Collateral Agent, for the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent benefit of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” the Other Administrative Agent, the Lenders and any co-agentsthe Other Lenders, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant that all rights to Section 9.2 for purposes of holding or enforcing any Lien on take remedial action with respect to the Collateral (or any portion thereof) granted under the Guarantee Security Documents have been granted to the Collateral Agent and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of that neither the Administrative Agent), shall be entitled the Other Administrative Agent, any Lender nor any Other Lender has the right to take any such remedial action with respect to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were Collateral other than through the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoAgent.

Appointment. (a) Each Lender of the Lenders hereby irrevocably designates and appoints the Wachovia as Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Documents for the term hereof and each such Lender irrevocably authorizes the Wachovia, as Administrative Agent, in Agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the such other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or such other Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any the other Loan Document Documents or otherwise exist against the Administrative Agent. . Any reference to the Administrative Agent in this Article XIII shall be deemed to refer to the Administrative Agent solely in its capacity as Administrative Agent and not in its capacity as a Lender. In performing its functions and duties under this Agreement and each of the other Loan Documents or in connection with them and in respect of anything relating to them, the Administrative Agent shall act solely as the administrative agent of (bbut not as trustee for (except to the extent specifically required pursuant to the Security Documents)) the Lenders, and the Administrative Agent shall not have any fiduciary duty towards any Person (except as expressly referred to above) or be under any obligation other than those expressly provided for in this Agreement and any of the other Loan Documents. The Administrative Agent shall also act not in any way whatsoever assume, nor shall it be deemed to have assumed, any obligation as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes or trustee for, or any relationship of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together agency or trust with such powers and discretion as are reasonably incidental thereto. In this connectionor for, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (Borrower or any portion Subsidiary thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender hereby irrevocably designates appoints and appoints authorizes the Agent as its agent hereunder and hereby further authorizes the Agent to appoint additional agents to act on its behalf and for the benefit of each Lender. Each of the Lenders and the Administrative Agent hereby designate and appoint the Collateral Agent to act as its agent for the agent purposes of such Lender under this Agreement perfection of a security interest in the Collateral and the other Loan Documents, and each such Lender irrevocably hereby authorizes the Administrative Agent, in such capacity, Collateral Agent to take such action actions on its behalf under and on behalf of each of the provisions of this Agreement and the other Loan Documents Secured Parties and to exercise such powers and perform such duties as are expressly delegated granted to the Administrative Collateral Agent by this Agreement. Each Lender further authorizes the terms of Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan DocumentsTransaction Documents as are delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this AgreementAgreement or in any other Transaction Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinin this Agreement, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Transaction Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as . Without limiting the generality of the foregoing sentence, the use of the term “collateral agent” in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under the Loan Documentsagency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and each of the Lenders (including in its capacities as a party is intended to a Specified Hedge Agreement create or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoreflect only an administrative relationship between independent contracting parties.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated Subject to the Administrative Agent by the terms and conditions of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, IMPAC hereby appoints Elekta as a non-exclusive sales consultant of IMPAC to promote the Administrative Agent Products to the oncology market in the Territory in compliance with IMPAC’s direction and guidelines as promulgated under this agreement and as provided by IMPAC to Elekta from time to time. Elekta hereby accepts such appointment and shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, exercise commercially reasonable efforts to promote the sale of the Products in the Territory. Elekta shall provide to IMPAC non-binding monthly order forecasts in a format and no implied covenants, functions, responsibilities, duties, obligations or liabilities manner designated by IMPAC. Elekta shall be read into this Agreement or any other Loan Document or otherwise exist against neither advertise the Administrative AgentProducts outside the Territory nor solicit orders for IMPAC from outside the Territory without the prior written consent of IMPAC. (b) The Administrative Agent parties may discuss on a case-by-case basis and without obligation, Elekta’s right to pursue Leads in geographical areas outside the Territory. Where the parties so agree, such Leads shall also act be dealt with in accordance with the terms of this Agreement (save as to Territory), unless and to the “collateral agent” extent the parties otherwise agree in writing. (i) Any payments due from Elekta hereunder that are not paid by Elekta within thirty (30) days after becoming due and payable shall incur a late charge at the rate of one and one-half percent (1.5 %) per month until paid, or the maximum rate of interest permitted by applicable law, whichever is lower. Elekta shall be responsible for the payment of all sales, use and similar taxes, duties and excises on the supply of Products by IMPAC under this Agreement; provided, however, that in no event shall Elekta be responsible for any taxes based on IMPAC’s net income. (j) Elekta undertakes that it will at all times (i) not make or give any representation, guarantee, warranty or any other assurance or statement (whether binding or otherwise) in relation to any Product, or any related services that are inconsistent with IMPAC standard terms and conditions for customers in the Loan Documents, and each of the Lenders relevant territory; (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreementii) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act not hold itself out as the agent of such Lender IMPAC or as otherwise entitled to act on IMPAC’ behalf or to bind IMPAC in any way; and the Issuing Lender (iii) make it clear to potential customers for purposes of acquiringany Product in its oral discussions, holding written materials and enforcing any its contractual documentation that it does not, and all Liens on Collateral granted by is not entitled to do any of the Loan Parties pursuant things referred to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, in sub-agents clauses (i) and attorneys-in-fact appointed (ii) of this section 2(i). (k) Other than the price charged by Elekta to prospects for the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted Products under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 section 2, IMPAC retains all rights and Section 10 shall have exclusive control over all prices, discounts, customer pricing quotes, specifications, delivery schedules, and terms governing the sale of the Products and Elekta shall have no entitlement in respect thereof. (including Section 9.7m) IMPAC shall conduct training and provide material and documentation for and to Elekta that in its sole discretion it deems necessary for Elekta to perform its duties and obligations as an IMPAC sales consultant under this Agreement. *** CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (n) All costs and expenses incurred by Elekta in fulfilling its duties and obligations as a sales consultant under this Agreement shall be borne by Elekta. (o) Elekta may exercise the rights granted to it in section 2(a) above through its Affiliates or those Sales Consultants listed on Exhibit C as modified from time to time upon mutual agreement of the parties, on condition that it does so on written terms with each Sales Consultant that include at a minimum provisions at least as though such co-agentsprotective of IMPAC as the following terms of this Agreement. Elekta will procure compliance with these terms by each Sales Consultant. (i) sections 2 (c), sub-agents (d), (e), (f), (g), (h), (i), and attorneys-in-fact were the “collateral agent” under the Guarantee (j); (ii) section 3(a) and Collateral Agreement(b); (iii) as if set forth section 4 (iv) section 5(a), (b) and (c) (v) section 8; and (vi) section 11. All Purchase Orders generated by Elekta or its Affiliates and Sales Consultants shall be issued through Elekta’s Crawley, U.K. office to IMPAC’s U.S. office in full herein with respect theretoMountain View, California.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Citibank as Administrative Agent and BTM as the agent of such Lender under this Agreement Issuing Bank to act as specified herein and in the other Loan Credit Documents, and each such Lender irrevocably hereby authorizes the Administrative AgentAgents, in as an agent for such capacityLender, to take such action on its behalf under the provisions of this Credit Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms hereof and of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, the Administrative Agent Agents shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Loan Document Credit Documents, or shall otherwise exist against the Administrative Agent. (b) Agents. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 10.1 are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower. Notwithstanding anything herein or in any of the Credit Documents to the contrary, no Lender that is listed as a "Co-Documentation Agent", a "Co-Managing Agent" or a "Co-Agent" (if any) herein shall have any functions, duties, obligations, responsibilities or liabilities, or serve in any capacity, hereunder or under any of the Credit Documents except as a Lender in accordance with the terms of the Credit Documents. The Administrative Agent shall, upon receipt thereof from the Borrower, promptly deliver to the Lenders copies of the financial statements received pursuant to Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto7.1.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement Agreement, the Orders and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement Agreement, the Orders and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein and in the other Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act and each Lender hereby irrevocably designate and appoint the Collateral Agent as the “collateral agent” under agent with respect to the Loan DocumentsCollateral, and each of the Lenders (including Administrative Agent and each Lender irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its capacities as a party to a Specified Hedge Agreement or Specified Cash Management behalf under the provisions of this Agreement) , the Orders and the Issuing Lender hereby irrevocably appoints other Loan Documents and authorizes to exercise such powers and perform such duties as are expressly delegated to the Administrative Collateral Agent to act as by the agent terms of such Lender this Agreement, the Orders and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the other Loan Parties pursuant to the Guarantee and Collateral AgreementDocuments, together with such other powers and discretion as are reasonably incidental thereto. In Notwithstanding any provision to the contrary elsewhere in this connectionAgreement, the Administrative AgentCollateral Agent shall not have any duties or responsibilities except those expressly set forth herein and in the other Loan Documents, as “collateral agent” and or any co-agents, sub-agents and attorneys-in-fact appointed by fiduciary relationship with any of the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any Lien on other Loan Document or otherwise exist against the Collateral Agent. (or any portion thereofc) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all The provisions of this Section 9 Article VIII are solely for the benefit of the Agents and Section 10 the Lenders, and no Credit Party shall have rights as a third-party beneficiary of any such provisions (including Section 9.7, other than as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein Section 8.09, 8.12 and 8.14). Without limiting the generality of the foregoing, the Agents are expressly authorized to execute each of the Loan Documents and any and all documents (including releases) with respect theretoto the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents, in each case, binding the Lenders to the terms thereof.

Appointment. (a) Each Lender Purchaser hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender Purchaser under this Agreement and the other Loan Transaction Documents, and each such Lender Purchaser irrevocably authorizes the Administrative Agent, in such capacity, Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Transaction Documents to which it is a party or by which it is bound and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Transaction Documents, together with such other powers as are reasonably incidental thereto, including, without limitation, (a) receiving all applicable notices referred to in this Agreement or in the other Transaction Documents on behalf of such Purchaser, (b) giving all applicable notices referred to in this Agreement or the other Transaction Documents to or on behalf of such Purchaser, (c) maintaining the Register pursuant to Sections 2.11 and 9.6 and (d) receiving payments and deposits (under Section 2.3 or otherwise) from the Originators and the Servicers, and giving release and acquittance therefor in accordance with the terms of this Agreement. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in the other Transaction Documents, or any fiduciary relationship with any LenderPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Transaction Document or otherwise exist against the Administrative Agent. (b) . The Administrative Agent shall also act as provisions of this Section 8 are solely for the “collateral agent” under the Loan Documents, and each benefit of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiringits officers, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreementdirectors, together with such powers and discretion as are reasonably incidental thereto. In this connectionemployees, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by and affiliates, and no other Person shall have any rights as a third party beneficiary of any of the provisions hereof. The Administrative Agent shall perform its obligations hereunder with reasonable care, using a degree of skill and attention no less than that which the Administrative Agent pursuant (i) exercises with respect to Section 9.2 comparable duties that it performs when holding comparable assets for purposes itself and (ii) exercises with respect to comparable administrative duties that it performs for comparable assets for others, and in a manner consistent with the standard of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled care exercised by similar administrators relating to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7duties to be performed hereunder. The Administrative Agent shall have no obligations, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if duties or responsibilities except for those set forth in full herein with respect theretothis Agreement.

Appointment. (a) Each Lender (in its capacities as a Lender) and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) hereby irrevocably designates and appoints the Administrative Agent JPMCB as the agent of such Lender under this Agreement and the other Loan Documents, including as the Collateral Agent for such Lender and the other Secured Parties under the Security Documents, and JPMCB accepts such appointment, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States, each of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each In furtherance of the Lenders foregoing, each Lender (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management AgreementLender) and the Issuing Lender on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender (and the Issuing Lender Administrative Agent accepts such appointment) for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” Agent (and any co-agents, sub-agents and attorneys-in-fact Subagents appointed by the Administrative Agent pursuant to Section 9.2 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and or remedies thereunder at the direction of the Administrative Agent), ) shall be entitled to the benefits of all provisions of this Article IX (including, without limitation, Section 9 and Section 10 (including Section 9.7, 9.07) as though the Administrative Agent (and any such co-agents, sub-agents and attorneys-in-fact Subagents) were the an “collateral agentAgent” under the Guarantee and Collateral Agreement) Loan Documents, as if set forth in full herein with respect thereto. (c) Each Lender (in its capacities as a Lender) and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) irrevocably authorizes the Administrative Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Commitments and payment in full of all Obligations (other than in respect of contingent indemnification and expense reimbursement obligations for which no claim has been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (C) if approved, authorized or ratified in writing in accordance with Section 10.08 hereof, (ii) to release any Guarantor from its obligations under the Loan Documents if such person ceases to be a Subsidiary as a result of a transaction permitted hereunder; (iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(i) and (j); and (iv) to make determinations and update schedules in connection with collateral matters as set forth in clauses (vii) or (viii) of Section 5.09(g). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Loan Documents. (d) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, (i) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (A) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent and any Subagents allowed in such judicial proceeding, and (B) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and (ii) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under the Loan Documents. 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 any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Appointment. (a) Each Lender (in its capacity as a Lender) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, (i) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall also act have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (A) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the “collateral agent” claims of the Lenders and the Administrative Agent, and (B) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and (ii) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under the Loan Documents, and each of the Lenders (including in its capacities as a party . Nothing contained herein shall be deemed to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes authorize the Administrative Agent to act as authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the agent Obligations or the rights of such any Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant or to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by authorize the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction vote in respect of the Administrative Agent), shall be entitled to the benefits claim of all provisions of this Section 9 and Section 10 (including Section 9.7, as though any Lender in any such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoproceeding.

Appointment. (a) Each Lender hereby irrevocably designates and appoints (i) the Administrative Agent Bank as Agent, and (ii) the agent of such Lender Bank, WFRF and GECC as Co-Collateral Agents, under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative AgentAgent and the Co-Collateral Agents, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent and the Co-Collateral Agents, as applicable, by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. For clarity, and notwithstanding anything to the contrary contained in this Agreement and the other Loan Documents, no consent of the Lenders shall be required to amend this Agreement or the Loan Documents to (i) cause additional assets to become Collateral or to add additional Subsidiaries as guarantors of the Obligations, (ii) implement the provisions of Section 8.13, or (iii) implement a Commitment Increase in accordance with the terms of Section 2.18, and the Agent and the Loan Parties shall be entitled to execute any and all amendments necessary or desirable to accomplish any of the foregoing and such amendments shall be binding on the other parties hereto Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor the Co-Collateral Agents shall not have any duties or responsibilities, except those expressly set forth hereinin this Agreement and the other Loan Documents to which it is a party, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative AgentAgent or the Co-Collateral Agents. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender Subject to the terms and conditions hereof, the Lessor hereby irrevocably designates and appoints the Administrative Construction Agent as its exclusive agent and as general contractor, and the agent Construction Agent accepts such appointment, in connection with the acquisition from time to time of such Lender under this Agreement the Properties (provided, title to the Properties shall be held in the name of the Lessor) and the development, acquisition, installation and construction on the Land and testing of the Improvements, the Equipment and the other Loan Documentscomponents of the Properties substantially in accordance with the Plans and Specifications, and each such Lender irrevocably authorizes pursuant to the Administrative Agentterms of the Operative Agreements. Notwithstanding any provisions hereof or in any other Operative Agreement to the contrary, the Construction Agent acknowledges and agrees that the Lessor shall advance no more than the sum of the aggregate Commitment of the Lenders plus the aggregate amount of the Holder Commitments of the Holders in such capacity, regard to take such action on its behalf the Properties (including without limitation for any and all Advances in the aggregate from the Lenders under the Credit Agreement and from the Holders under the Trust Agreement). After the Construction Agent gains knowledge or a reasonable expectation that the costs for any Property shall exceed the original Construction Budget (or exceed any Construction Budget modified in accordance with the Operative Agreements) for such Property or that Completion for any Property shall not occur on or prior to the Construction Period Termination Date, the Construction Agent shall promptly (and in any event within ten (10) days of gaining such knowledge or expectation) notify the Agent in writing of the same. If at any time prior to the Construction Period Termination Date, the Lessor or the Agent shall have (x) determined in its respective reasonable good faith judgment that (i) the sum of the Available Commitments and the Available Holder Commitments shall be less than the amounts necessary for Completion of all Properties or (ii) Completion of one or more Properties shall not occur on or prior to the Construction Period Termination Date or (y) received any notice from the Construction Agent as referenced in the preceding provisions of this Agreement and paragraph, then in any such case Lessor shall have the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. option (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent with the consent of the Majority Secured Parties) to replace the Construction Agent with a new construction agent selected by the Lessor (at the direction of the Agent), ) to finalize the Completion of the Properties. The additional cost and expense incurred to finalize the Completion of the Properties as referenced in the preceding sentence shall be entitled the responsibility of the Construction Agent and shall be payable by the Construction Agent as incurred upon five (5) days written notice from Lessor; provided, in no event shall the obligations of the Construction Agent for such costs and expenses exceed the Maximum Amount; provided, further, amounts expended by the Lessor to finalize the Completion of the Properties as referenced in the preceding sentence shall be added to the benefits Property Cost. Costs in excess of all each original Construction Budget (or any Construction Budget modified in accordance with the Operative Agreements) in each case as previously delivered to the Agent for each Property shall not be the responsibility of the Construction Agent but instead shall be advanced as Property Costs by the Lenders and the Holders to the extent, but only to the extent, that (after taking into account such excess costs and any other items of excess cost which are then known to the Construction Agent or are reasonable for the Construction Agent to expect) the conditions precedent set forth in Section 5.4 of the Participation Agreement are satisfied. Subject to the Lenders and the Holders not agreeing to continue making Advances in accordance with the provisions of the next paragraph and unless the Lessor has replaced the Construction Agent with a new construction agent pursuant to the earlier provisions of this Section 9 2.1, in the event from time to time (a) the Construction Agent gains knowledge or a reasonable expectation that the costs for any Property shall exceed the original Construction Budget (or exceed any Construction Budget modified in accordance with the Operative Agreements) or that Completion for any Property shall not occur on or prior to the Construction Period Termination Date or (b) the Lessor or the Agent shall have determined in its respective reasonable good faith judgment that the sum of the Available Commitments and Section 10 the Available Holder Commitments shall be less than the amounts necessary for Completion of all Properties or that Completion of one or more Properties shall not occur on prior to the Construction Period Termination Date, the Construction Agent shall elect and comply (including Section 9.7within ten (10) days of the Construction Agent gaining such knowledge or expectation or within ten (10) days of the Lessor or the Agent making such determination and giving written notice of the same to the Construction Agent, as though such co-agents, sub-agents referenced in subsections (a) and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement(b) as if set forth in full herein above of this paragraph) with respect thereto.one of the

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Credit Documents and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(c) with respect to the Joint Lead Arrangers and Bookrunners and Section 12.9 with respect to Holdings) are solely for the benefit of the Agents and the Lenders, neither Holdings nor the Borrower shall have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent shall also act as the “collateral agent” under agent with respect to the Loan DocumentsCollateral, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and Administrative Agent, each Lender, the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Swingline Lender and the Issuing Lender for purposes Letter of acquiringCredit Issuer irrevocably authorizes the Collateral Agent, holding in such capacity, to take such action on its behalf under the provisions of this Agreement and enforcing any the other Credit Documents and all Liens on Collateral granted by any of the Loan Parties pursuant to exercise such powers and perform such duties as are expressly delegated to the Guarantee Collateral Agent by the terms of this Agreement and Collateral Agreementthe other Credit Documents, together with such other powers and discretion as are reasonably incidental thereto. In Notwithstanding any provision to the contrary elsewhere in this connectionAgreement, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative Agent, as “collateral agent” the Lenders, the Swingline Lender or the Letter of Credit Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding other Credit Document or enforcing any Lien on otherwise exist against the Collateral Agent. (or any portion thereofc) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction Each of the Administrative Agent)Co-Syndication Agents, Joint Lead Arrangers and Bookrunners and the Co-Documentation Agents each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to the all benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Multicurrency Lender hereby irrevocably designates and appoints the Multicurrency Administrative Agent as the agent of such Multicurrency Lender under this Agreement and the other Loan Documents, and each such Multicurrency Lender irrevocably authorizes the Multicurrency Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Multicurrency Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor the Multicurrency Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender or Multicurrency Lender, as the case may be, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Multicurrency Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, each agent in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative or required of such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent, the Collateral Agent, the Canadian Agent, the Canadian Collateral Agent, the Co-Collateral Agent and the Issuing Lenders, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent or the Other Representatives. Each of the Agents may perform any of their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent, the Collateral Agent, the Canadian Agent and the Canadian Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates). (b) The Administrative Agent shall also act For greater certainty, and without limiting the powers of the Agents or any other Person acting as an agent, attorney-in-fact or mandatory for the “collateral agent” Agents under this Agreement or under any of the Loan Documents, each Lender (for itself and for all other Secured Parties that are Affiliates of such Lender) and each of the Lenders Agent hereby (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreementa) and the Issuing Lender hereby irrevocably appoints and authorizes constitutes (to the Administrative extent necessary) and confirms the constitution of (to the extent necessary), the Canadian Collateral Agent as the holder of an irrevocable power of attorney (in such capacity, the “fondé de pouvoir”) within the meaning of Article 2692 of the Civil Code of Québec for the purposes of entering and holding on their behalf, and for their benefit, any Liens, including hypothecs (“Hypothecs”), granted or to be granted by any Loan Party on movable or immovable property pursuant to the laws of the Province of Québec to secure obligations of any Loan Party under any bond issued by any Loan Party and exercising such powers and duties which are conferred upon the Canadian Agent in its capacity as fondé de pouvoir under any of the Hypothecs; and (b) appoints (and confirms the appointment of) and agrees that the Canadian Collateral Agent, acting as agent for the applicable Secured Parties, may act as the agent of custodian, registered holder and mandatory (in such Lender capacity, the “Custodian”) with respect to any bond that may be issued and pledged from time to time for the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any benefit of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental theretoapplicable Secured Parties. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), Each applicable Secured Party shall be entitled to the benefits of all any charged property covered by any of the Hypothecs and will participate in the proceeds of realization of any such charged property, the whole in accordance with the terms thereof. (c) The said constitution of the Canadian Collateral Agent as fondé de pouvoir (within the meaning of Article 2692 of the Civil Code of Québec) and of the Canadian Agent as Custodian with respect to any bond that may be issued and pledged by any Loan Party from time to time for the benefit of the applicable Secured Parties shall be deemed to have been ratified and confirmed by any Assignee by the execution of an Assignment and Acceptance. (d) Notwithstanding the provisions of Section 32 of An Act Respecting the Special Powers of Legal Persons (Québec), the Administrative Agent, the Collateral Agent, the Canadian Agent, and the Canadian Collateral Agent may purchase, acquire and be the holder of any bond issued by any Loan Party. Each of the Loan Parties hereby acknowledges that any such bond shall constitute a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Québec. (e) The Canadian Collateral Agent herein appointed as fondé de pouvoir and Custodian shall have the same rights, powers and immunities as the Agents as stipulated in this Section 9 10 of this Agreement, which shall apply mutatis mutandis. Without limitation, the provisions of Section 10.10 shall apply mutatis mutandis to the resignation and Section 10 (including Section 9.7, appointment of a successor to the Canadian Collateral Agent acting as though such co-agents, sub-agents fondé de pouvoir and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoCustodian.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative PNC, as Agent as the agent of such Lender under this Agreement to act as specified herein and in the other Loan Documents, and each such Lender irrevocably hereby authorizes the Administrative Agent, in as the agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms hereof and of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto, including but not limited to the appointing of the Collateral Agent under the Security Agreement. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Loan Document Documents, or shall otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as . In performing its functions and duties under this Agreement and the “collateral agent” under the other Loan Documents, and each the Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Facility Party. Without limiting the generality of the foregoing two sentences, the use of the term “agent” herein and in the other Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (including in its capacities or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a party matter of market custom, and is intended to a Specified Hedge Agreement create or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental theretoreflect only an administrative relationship between independent contracting parties. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all The provisions of this Article XI (other than Section 9 11.09) are solely for the benefit of the Agent and the Lenders and none of the Facility Parties nor the Collateral Agent shall have any rights as a third party beneficiary of the provisions hereof (other than Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto11.09).

Appointment. (a) Each Lender Holder hereby irrevocably designates and appoints the Administrative Agent as the its agent of such Lender hereunder and under this Agreement and the other Loan Transaction Documents, and to act as the Collateral Agent on behalf of the Holders hereunder and under the other Transaction Documents, and in each such Lender irrevocably case authorizes the Administrative AgentAgent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Any reference herein to the Agent shall include the Agent in its capacity as Agent hereunder and as Collateral Agent under any Transaction Document. Each Holder does hereby make, constitute and appoint the Agent its true and lawful attorney-in-fact with full powers of substitution and resubstitution for such Holder and in its name, place and stead, in any and all capacities, to execute for such capacityHolder and on its behalf any document or agreement for which the Agent is empowered to act on behalf of such Holder under this Section 13, granting to the Agent full power and authority to do and perform each act requisite and necessary to be done, as fully to all intents and purposes as the Holder could do in person, provided that such power shall be granted only to the extent necessary to undertake the actions permitted to be done or taken by the Agent under this Section 13. Each of the Holders hereby irrevocably authorizes, and each Holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Agent to take such action on its their behalf under the provisions of this Agreement and Agreement, the other Loan Transaction Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to or required of the Administrative Agent by the terms of this Agreement hereof and the other Loan Documents, together with thereof and such other powers as are reasonably incidental hereto and thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by may perform any of the Loan Parties pursuant to the Guarantee and Collateral Agreementits duties hereunder by or through its officers, together with such powers and discretion as are reasonably incidental thereto. In this connectiondirectors, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto.employees or

Appointment. (a) Each Lender and the Issuing Bank hereby irrevocably designates and appoints each of the Administrative Agent and the Collateral Agent as the an agent of such Lender under this Agreement and the other Loan Documents, . Each Lender and each such Lender Issuing Bank irrevocably authorizes the Administrative each Agent, in such capacity, through its agents or employees, to take such action actions on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative such Agent by the terms of this Agreement and the other Loan Documents, together with such other actions and powers as are reasonably incidental thereto. Notwithstanding The provisions of this Article X (other than this Section 10.01, Section 10.06, Section 10.13 and Section 10.15) are solely for the benefit of the Agents, the Lenders and the Issuing Bank, and no Loan Party shall have rights as a third party beneficiary of any provision such provisions. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the contrary elsewhere Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement, Agreement with reference to the Administrative Agent shall or the Collateral Agent is not have any duties or responsibilities, except those expressly set forth herein, or intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agentbetween independent contracting parties. (b) Each Lender irrevocably appoints each other Lender as its agent and bailee for the purpose of perfecting Liens (whether pursuant to Section 8-301(a)(2) of the UCC or otherwise), for the benefit of the Secured Parties, in assets in which, in accordance with the UCC or any other applicable Legal Requirement, a security interest can be perfected by possession or control. Should any Lender (other than the Collateral Agent) obtain possession or control of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly following the Collateral Agent’s request therefor, shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. The Lenders hereby acknowledge and agree that the Collateral Agent may act, subject to and in accordance with the terms of any Intercreditor Agreement, as the collateral agent for the Lenders. The Administrative Agent shall also act as hereby represents and warrants that it is either (i) a “U.S. person” and a “financial institution” and that it will comply with its “obligation to withhold,” each within the “collateral agent” under the Loan Documentsmeaning of Treasury Regulations Section 1.1441-1(b)(2)(ii) or (ii) a Withholding U.S. Branch; provided that, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes if at any time the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any is in breach of the Loan Parties pursuant foregoing representation and warranty, then, upon written notice from Borrower to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact a Successor Agent shall be appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction 10.06 of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender and each Issuing Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent agents of such Lender or Issuing Lender under this Agreement and the other Loan Documents, and each such Lender or Issuing Lender irrevocably authorizes the Administrative each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative or required of such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent, the Collateral Agent and the Issuing Lender, those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent or the Administrative AgentOther Representatives. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each Each of the Lenders Agents may perform any of their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) it being understood and agreed, for avoidance of doubt and without limiting the Issuing Lender hereby irrevocably appoints and authorizes generality of the foregoing, that the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes Collateral Agent may perform any of acquiring, holding their respective duties under the Security Documents by or through one or more of their respective affiliates). Each Agent and enforcing any such sub-agent may perform any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee its duties and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any exercise its rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all powers by or through their respective Related Parties. The exculpatory provisions of this Section 9 10 shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. (c) Except for Subsections 10.5, 10.8(a), 10.8(b), 10.8(c), 10.8(e) and 10.8(g) and (to the extent of the Borrowers’ rights thereunder and the conditions included therein) 10.9, the provisions of this Section 10 (including Section 9.7are solely for the benefit of the Agents, the Lenders and the Issuing Lenders, and no Borrower or any other Loan Party shall have rights as though a third-party beneficiary of any of such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoprovisions.

Appointment. (a) Each of the Lenders, the Swing Line Lender and the L/C Issuer hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, Documents and each such Lender, Swing Line Lender and L/C Issuer irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other applicable Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other applicable Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. The provisions of this Article are solely for the benefit of the Agent and the other Credit Parties, and no Loan Party or any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) Lenders, the Swing Line Lender and the Issuing Lender L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender, Swing Line Lender and the Issuing Lender L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent,” and any co-agents, sub-agents and or attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.79.09) and Section 10.04, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) Loan Documents as if set forth in full herein with respect thereto. (c) The provisions of this Section 9.01 are for the benefit of the Agent, the Lenders and the L/C Issuer, and no Loan Party or any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions (other than the provisions of Section 9.06).

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, capacity to take such action on its behalf under the provisions of this Agreement and the other Loan Documents (including, for the avoidance of doubt, to execute and deliver on behalf of itself and the Secured Parties the Guarantee and Collateral Amendment and Acknowledgment on the Closing Date) and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States, each of the Lenders 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 behalf. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, or any other relationship as the agent, fiduciary or trustee of or for any Lender or holder of any other Obligation, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.. Without limiting the generality of the foregoing: (a) it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, 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; (b) The where the Administrative Agent shall also is required or deemed to act as the “collateral agent” under the Loan Documents, and each a trustee in respect of the Lenders (including in its capacities as any Collateral over which a party security interest has been created pursuant to a Specified Hedge Agreement Loan Document expressed to be governed by the laws of Ireland or Specified Cash Management Agreement) Bermuda, the obligations and the Issuing Lender hereby irrevocably appoints and authorizes liabilities of the Administrative Agent to act the Secured Parties in its capacity as trustee shall be excluded to the agent of such Lender and fullest extent permitted by applicable law; and (c) nothing in this Agreement or any Loan Document shall require the Issuing Administrative Agent to account to any Lender for purposes any sum or the profit element of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed sum received by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoits own account.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. . Without limiting the foregoing, the use of the term "agent" with respect to the Administrative Agent is used as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties. The Issuing Lender and the Fronting Lenders shall act on behalf of the Lenders with respect to Letters of Credit and Fronted Offshore Revolving Credit Loans, respectively, issued or made under this Agreement and the documents associated therewith. It is understood and agreed that the Issuing Lender and the Fronting Lenders (a) shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 11 with respect to acts taken or omissions suffered by the Issuing Lender or any Fronting Lender in connection with Letters of Credit and Fronted Offshore Revolving Credit Loans issued or made under this Agreement and the documents associated therewith as fully as if the term "Administrative Agent", as used in this Section 11, included such Issuing Lender and the Fronting Lenders with respect to such acts or omissions and (ii) as additionally provided in this Agreement and (b) The Administrative Agent shall also act as shall, with respect to the “collateral agent” under the Loan DocumentsRevolving Credit Lenders, and each have all of the Lenders (including benefits of the provisions of Section 11.7 as fully as if the term "Administrative Agent", as used in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and Section 11.7, included the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect theretoFronting Lenders.

Appointment. (a) Each Lender and each Issuing Bank hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender and Issuing Bank irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender and each Issuing Bank hereby irrevocably designates and appoints the Sustainability Structuring Agent as the agent of such Lender and Issuing Bank under this Agreement and the other Loan Documents, and each such Lender and Issuing Bank irrevocably authorizes the Sustainability Structuring Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Sustainability Structuring Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Administrative Agent and the Sustainability Structuring Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderLender or Issuing Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Sustainability Structuring Agent. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender of the First Lien Secured Parties hereby irrevocably designates appoints and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, Controlling Collateral Agent to take such action actions on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Controlling Collateral Agent by the terms of this Agreement and the other Loan Documentshereof, together with such other powers and discretion as are reasonably incidental thereto. Notwithstanding any provision Each of the First Lien Secured Parties also authorizes the Controlling Collateral Agent, at the request of the Borrower, to if applicable, execute and deliver the contrary elsewhere Second Lien Intercreditor Agreement in the capacity as “Designated Senior Representative,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement and authorizes the Controlling Collateral Agent, in accordance with the provisions of this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinto take such actions on its behalf and to exercise such powers as are delegated to, or any fiduciary relationship with any Lenderotherwise given to, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent shall also act as Designated Senior Representative by the “collateral agent” under the Loan Documents, and each terms of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Controlling Collateral Agent pursuant to Section 9.2 the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the Guarantee and Collateral AgreementFirst Lien Security Documents, or for exercising any rights and remedies thereunder or under any of the Other Intercreditor Agreements at the direction of the Administrative Controlling Collateral Agent), shall be entitled to the benefits of all provisions of this Section 9 4.02 and Section 10 12 of the Credit Agreement and the equivalent provision of any Additional First Lien Document (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agentCollateral Agent” under the Guarantee and Collateral Agreementnamed therein) as if set forth in full herein with respect thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Controlling Collateral Agent to facilitate and effect actions taken or intended to be taken by the Controlling Collateral Agent pursuant to this Section 4.02, such cooperation to include execution and delivery of notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral Agent to effect such actions, and joining in any action, motion or proceeding initiated by the Controlling Collateral Agent for such purposes.

Appointment. The Manager hereby appoints the Lead Adviser to serve as the lead investment subadviser for each Fund for the period and on the terms set forth in this Agreement. The Lead Adviser accepts such appointment and agrees to render the services herein set forth for compensation as set forth on Schedule A. In the performance of its duties, the Lead Adviser will act in the best interests of each Fund and will perform its duties hereunder for each Fund in conformity with (a) Each Lender hereby irrevocably designates and appoints all applicable securities laws, including but not limited to, the Administrative Agent as Investment Company Act, the agent of such Lender under this Agreement Advisers Act, and the other Loan DocumentsCommodity Exchange Act, as amended (“CEA”), the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended, and the rules and regulations under each such Lender irrevocably authorizes the Administrative Agentact, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by (b) the terms of this Agreement Agreement, (c) the investment objectives, policies and restrictions of each applicable Fund as stated in the Trust’s currently effective registration statement, as amended from time to time and made available to the Lead Adviser by the Manager, under the Securities Act and the other Loan DocumentsInvestment Company Act, together with (d) the Trust’s Declaration of Trust and Bylaws as made available to the Lead Adviser by the Manager, (e) such other powers guidelines as are the Board reasonably incidental thereto. Notwithstanding any provision may establish or approve and as provided or made available in advance to the contrary elsewhere in this Agreement, Lead Adviser by the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderManager, and no implied covenants(f) such other investment guidelines or restrictions established from time to time by the Manager or the Trust, functions, responsibilities, duties, obligations or liabilities which shall be read into communicated in writing by the Manager to Lead Adviser in advance. The Lead Adviser will be an independent contractor and will have no authority to act for or represent a Fund in any way or otherwise be deemed to be an agent of the Manager or a Fund unless expressly authorized in this Agreement or any other Loan Document or otherwise exist against the Administrative Agentin another appropriate written format. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set forth in full herein with respect thereto.

Appointment. (a1) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, as applicable, including as the Collateral Agent for such Lender and the other applicable Secured Parties under the applicable Security Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacitycapacities, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. (b2) The To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall also act indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. Each Lender hereby authorizes the “collateral agent” Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Loan Documents, and each Administrative Agent under this Section 9.01(2). The agreements in this Section 9.01(2) shall survive the resignation and/or replacement of the Lenders Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, no Borrower shall have liability for the actions of the Administrative Agent pursuant to the immediately preceding sentence. (including 3) In furtherance of the foregoing, each Lender (in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management AgreementLender and the Swingline Lender (if applicable) and the on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) and each Issuing Lender Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any of the Loan Parties pursuant to secure any of the Guarantee and Collateral AgreementObligations, together with such powers and discretion as are reasonably incidental thereto. In this connectionconnection therewith, the Administrative Agent, as “collateral agent” Agent (and any co-agents, sub-agents and attorneys-in-fact Subagents appointed by the Administrative Agent pursuant to Section 9.2 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Guarantee and Collateral AgreementSecurity Documents, or for exercising any rights and or remedies thereunder at the direction of the Administrative Agent), ) shall be entitled to the benefits of all provisions of this Section 9 and Section 10 Article IX (including Section 9.7, 9.07) as though the Administrative Agent (and any such co-agents, sub-agents and attorneys-in-fact Subagents) were the an “collateral agentAgent” under the Guarantee and Collateral Agreement) Loan Documents, as if set forth in full herein with respect thereto. (4) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) irrevocably authorizes the Administrative Agent, at its option and in its discretion: (a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document: