Common use of Appointment Clause in Contracts

Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and to take such action on its behalf under the provisions of this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency Agreement, 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, any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenders.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding . (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 provision and all Liens on Collateral granted by any of the Loan Parties pursuant to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor Guarantee and Collateral Agency 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 shall not consent pursuant to Section 9.2 for purposes of holding or enforcing any amendment of Lien on the Collateral (or any Loan Document or portion thereof) granted under the Intercreditor Guarantee and Collateral Agency Agreement except Agreement, or for exercising any rights and remedies thereunder at the direction of the Majority Lenders and unless expressly required otherwise pursuant theretoAdministrative Agent), shall not take any action 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 any Security Document, the Intercreditor Guarantee and Collateral Agency Agreement, except at the direction of the Majority Lenders) 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 administrative agent agents of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender irrevocably authorizes the Administrative Agent to execute and each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against any Agent or the Other Representatives. (b) 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, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative AgentAgent and the Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates). Notwithstanding Each Agent and any provision such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 10 shall apply to any such sub-agent and to the contrary elsewhere 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 Agreement or in Section 10 are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent Party shall not consent to any amendment have rights as a third party beneficiary of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenderssuch provisions.

Appointment. 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 administrative “Agents”) as its agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such of the Issuing Lender and each Lender irrevocably authorizes the Administrative Agent to execute and each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative such Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, together with such other actions and powers as are reasonably incidental thereto. Notwithstanding any provision to The provisions of this Article are solely for the contrary elsewhere in this Agreementbenefit of the Agents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderIssuing Lender and the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, neither the Borrower nor any other Loan Document or Party shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the Intercreditor and Collateral Agency Agreement or otherwise exist against use of the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement term “agent” herein or in any other Loan Document Documents (or the Intercreditor and Collateral Agency Agreement, any other similar term) with reference to the Administrative Agent shall or the Collateral Agent, as applicable, is not consent intended to connote any amendment fiduciary or other implied (or express) obligations arising under agency doctrine of any Loan Document applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to (i) execute any and all documents (including releases and the Security Documents) 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 and (ii) negotiate, enforce or the Intercreditor and Collateral Agency Agreement except settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Majority Lenders and unless expressly required otherwise pursuant theretoRequired Lenders, shall not take any action which negotiation, enforcement or settlement will be binding upon each Lender. The Person serving as the Administrative Agent and/or the Collateral Agent hereunder or under any Security Documentother applicable Loan Document 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 an Agent, and the Intercreditor term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as an Agent hereunder in its individual capacity. Such Person and Collateral Agency Agreementits Affiliates may accept deposits from, except at lend money to, own securities of, act as the direction financial advisor or in any other advisory capacity for, and generally engage in any kind of business with the Majority Borrower or any Subsidiary or other Affiliate thereof (subject to securities law and other Requirements of Law) as if it were not an Agent hereunder and without any duty to account therefor to the Lenders.

Appointment. Each Lender of the Lenders hereby irrevocably designates and appoints the Administrative Agent as the administrative its agent of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and to take such action actions on its behalf under the provisions of this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency Agreementhereof, together with such other actions and powers as are reasonably incidental thereto. Notwithstanding In furtherance of the foregoing, each Lender on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements or Secured Hedge Agreements hereby appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any provision and all Liens on Collateral granted by any of the Loan Parties to secure any of the contrary elsewhere in Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this Agreementconnection, the Administrative Collateral Agent shall not have (and any duties sub agents appointed by the Collateral Agent pursuant hereto for purposes of holding or responsibilities, except those expressly set forth hereinenforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations rights or liabilities shall be read into this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except remedies thereunder at the direction of the Majority Lenders Collateral Agent) shall be entitled to the benefits of this Article VIII as though the Collateral Agent (and unless expressly required otherwise pursuant any such sub-agents) were an “Agent” under the 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, shall 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 take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersAdministrative Agent hereunder.

Appointment. (1) 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 administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which Documents, as applicable, including as the Administrative Collateral Agent is a party for such Lender and the Intercreditor and Collateral Agency Agreementother applicable Secured Parties under the applicable Security Documents, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacities, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. (2) 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. Notwithstanding If the Internal Revenue Service or any provision other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the contrary elsewhere 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. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or in any other Loan Document against any amount due the 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 Administrative Agent, any assignment of rights by, or the Intercreditor 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. (3) In furtherance of the foregoing, each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) hereby appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on the Collateral Agency Agreementgranted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In connection therewith, the Administrative Agent shall not consent (and any Subagents appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any amendment of Lien on the Collateral (or any Loan Document portion thereof) granted under the Security Documents, or the Intercreditor and Collateral Agency Agreement except for exercising any rights or remedies thereunder at the direction of the Majority Administrative Agent) shall be entitled to the benefits of this Article IX (including Section 9.07) as though the Administrative Agent (and any such Subagents) were an “Agent” under the 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 unless expressly required otherwise pursuant theretothe 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 take be exercised other than through the Administrative Agent; provided that the foregoing shall not preclude any action under Lender from exercising any Security Document, right of set-off in accordance with the Intercreditor provisions of Section 10.06 or from exercising rights and Collateral Agency Agreement, except at remedies (other than the direction enforcement of Collateral) with respect to any payment default after the occurrence of the Majority LendersMaturity Date with respect to any Term Loans made by it.

Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this AgreementAgreement 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 which it is a party exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the Intercreditor and Collateral Agency Agreementother 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document Agent or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersAgent.

Appointment. Each Lender KeyBank National Association, is hereby irrevocably designates and appoints the appointed Administrative Agent as the administrative agent of such Lender hereunder and under this Agreement, the each other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocument, and each such Lender of the Lenders irrevocably authorizes the Administrative Agent to execute and to take act as the agent of such action on its behalf under the provisions of this Agreement, the other Loan Documents to which the Lender. The Administrative Agent is a party and agrees to act as such upon the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to express conditions contained in this Article X. Notwithstanding the use of the defined term “Administrative Agent by the terms of this Agreement, the other Loan Documents to which Agent,” it is a party expressly understood and the Intercreditor and Collateral Agency Agreement, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, 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 or responsibilitiesas are expressly set forth in the Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, except the Administrative Agent (i) shall perform its duties with respect to the administration of 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 fiduciary duties to any of the Lenders, (ii) is a “representative” of the Lenders within the meaning of the term “secured party” as defined in the Illinois Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth herein, or any fiduciary relationship with any Lender, in the Agreement and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, any the other Loan Document or Documents. Each of the Intercreditor and Collateral Agency Agreement or otherwise exist Lenders hereby agrees to assert no claim against the Administrative Agent. Notwithstanding Agent on any provision to the contrary elsewhere in this Agreement agency theory or in any other Loan Document or the Intercreditor and Collateral Agency Agreementtheory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives, provided that the Administrative Agent shall shall, in any case, not consent be released from liability to any amendment of any Loan Document the Lenders for damages or the Intercreditor and Collateral Agency Agreement except at the direction losses incurred by them as a result of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersAdministrative Agent’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 administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which Documents, including as the Administrative Collateral Agent is a party for such Lender and the Intercreditor and Collateral Agency Agreementother Secured Parties under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. (b) In furtherance of the foregoing, 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 or 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 Hedging Agreements) hereby appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in In this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreementconnection, the Administrative Collateral Agent shall not consent (and any Subagents appointed by the Collateral Agent pursuant to Section 8.02 for purposes of holding or enforcing any amendment of Lien on the Collateral (or any Loan Document portion thereof) granted under the Security Documents, or the Intercreditor and Collateral Agency Agreement except for exercising any rights or remedies thereunder at the direction of the Majority Lenders Collateral Agent) shall be entitled to the benefits of this Article VIII (including, without limitation, Section 8.07) as though the Collateral Agent (and unless expressly required otherwise pursuant any such Subagents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenders.

Appointment. (a) Each Lender hereby irrevocably appoints, designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and to take such action on its behalf under the provisions of this Agreement, the Agreement and each other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, the Agreement or any other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocument, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision 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 contrary elsewhere 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 Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 9 with respect to 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 letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Section 9 and in the definition of “Agent-Related Person” included the Issuing Lender with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the 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 in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction willful misconduct of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take Issuing Lender or any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersAgent-Related Person.

Appointment. 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 administrative agent of such Lender under this Agreement, Collateral Agent) to act as specified herein and in the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementCredit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent to execute and for such Lender, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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, any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any provision to rights as a third party beneficiary of any of the contrary elsewhere in provisions hereof. In performing its functions and duties under this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction act solely as agent of the Majority Lenders and unless expressly required otherwise pursuant thereto, does not assume and shall not take be deemed to have assumed any action under obligation or relationship of agency or trust with or for the Borrower or any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lendersits 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), 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 administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which Documents, including as the Administrative Collateral Agent is a party for such Lender and the Intercreditor and Collateral Agency Agreementother Secured Parties under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision . (b) In furtherance of the foregoing, 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 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, to the contrary elsewhere in extent a Lender is unable to act on behalf of its Affiliates, each other Secured Party hereby appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreementconnection, the Administrative Collateral Agent shall not consent (and any Subagents appointed by the Collateral Agent pursuant to Section 8.02 for purposes of holding or enforcing any amendment of Lien on the Collateral (or any Loan Document portion thereof) granted under the Security Documents, or the Intercreditor and Collateral Agency Agreement except for exercising any rights or remedies thereunder at the direction of the Majority Lenders Collateral Agent) shall be entitled to the benefits of this Article VIII (including, without limitation, Section 8.07) as though the Collateral Agent (and unless expressly required otherwise pursuant any such Subagents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenders.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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, Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement 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 as the agent with respect to the Collateral, and each of the Administrative Agent, the Swingline Lender, each Lender and the Letter of Credit Issuer 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 or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Collateral Agent shall not consent to have any amendment duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative 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 Loan other Credit Document or otherwise exist against the Intercreditor and Collateral Agency Agreement except at the direction Agent. (c) Each of the Majority Lenders Syndication Agent, the Documentation Agent, the Lead Arrangers and unless expressly required otherwise pursuant theretothe Joint Bookrunners, each in its capacity as such, shall not take have any action obligations, duties or responsibilities under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction this Agreement but shall be entitled to all benefits of the Majority Lendersthis Section 12.

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 administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which Documents, including as the Administrative Collateral Agent is a party for such Lender and the Intercreditor and Collateral Agency Agreementother Secured Parties under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. (b) In furtherance of the foregoing, 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 or 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 appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in In this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreementconnection, the Administrative Collateral Agent shall not consent (and any Subagents appointed by the Collateral Agent pursuant to Section 8.02 for purposes of holding or enforcing any amendment of Lien on the Collateral (or any Loan Document portion thereof) granted under the Security Documents, or the Intercreditor and Collateral Agency Agreement except for exercising any rights or remedies thereunder at the direction of the Majority Lenders Collateral Agent) shall be entitled to the benefits of this Article VIII (including, without limitation, Section 8.07) as though the Collateral Agent (and unless expressly required otherwise pursuant any such Subagents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenders.

Appointment. Each Lender hereby irrevocably designates appoints Mellon Bank, N.A. to act as Administrative Agent for such Lender under this Agreement and appoints the other Loan Documents. Each Lender hereby irrevocably authorizes the Administrative Agent as the administrative agent to take such action on behalf of such Lender under the provisions of this Agreement, Agreement and the other Loan Documents Documents, and to which exercise such powers and to perform such duties, as are expressly delegated to or required of the Administrative Agent is a party 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 Intercreditor and Collateral Agency Agreementother Loan Documents, and each such subject to its right to resign as provided in Section 8.10. Each Lender hereby irrevocably authorizes the Administrative Agent to execute and deliver each of the Loan Documents executed after the date hereof and to take accept delivery of such action on its behalf under the provisions of this Agreement, the other Loan Documents to which delivered after the date hereof as may not require execution by the Administrative Agent is a party (with such consents of the Lenders as required pursuant to Section 9.01). Each Lender agrees that the rights and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated remedies granted to the Administrative Agent by under the terms of this Agreement, the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency Agreement, 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, any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against exercised exclusively by the Administrative Agent. Notwithstanding , and that no Lender shall have any provision right individually to exercise any such right or remedy, except to the contrary elsewhere in this Agreement extent expressly provided herein or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenderstherein.

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 administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which Documents, including as the Administrative Collateral Agent is a party for such Lender and the Intercreditor and Collateral Agency Agreementother Secured Parties under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. (b) In furtherance of the foregoing, 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 or 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 appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in In this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreementconnection, the Administrative Collateral Agent shall not consent (and any Subagents appointed by the Collateral Agent pursuant to Section 8.02 for purposes of holding or enforcing any amendment of Lien on the Collateral (or any Loan Document portion thereof) granted under the Security Documents, or the Intercreditor and Collateral Agency Agreement except for exercising any rights or remedies thereunder at the direction of the Majority Lenders Collateral Agent) shall be entitled to the benefits of this Article VIII (including, without limitation, Section 8.07) and unless expressly required otherwise pursuant Article IX (including, without limitation, Section 9.05) as though the Collateral Agent (and any such Subagents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenders.

Appointment. Each Lender hereby irrevocably designates and appoints Citicorp, as the Administrative Agent as the administrative agent and Collateral Agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender irrevocably authorizes the Citicorp, as Administrative Agent to execute and for such Lender, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Agents or the Lead Arrangers. 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 or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates). The exculpatory provisions of this Section 9 shall apply to any such sub-agent and the officers, directors, agents, employees or affiliates 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. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreementforegoing, the Administrative Agent shall not consent agrees to any amendment act as the U.S. federal withholding Tax agent in respect of any all amounts payable by it under the Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersDocuments.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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, Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement 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 as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer 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 or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Collateral Agent shall not consent to have any amendment duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative 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 Loan other Credit Document or otherwise exist against the Intercreditor and Collateral Agency Agreement except at the direction Agent. (c) Each of the Majority Lenders Co-Syndication Agents, Joint Lead Arrangers and unless expressly required otherwise pursuant theretoBookrunners, Joint Bookrunners and the Documentation Agent, each in its capacity as such, shall not take have any action obligations, duties or responsibilities under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction this Agreement but shall be entitled to all benefits of the Majority Lendersthis Section 13.

Appointment. (a) Each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which Documents, including as the Administrative Collateral Agent is a party and as the Mortgage Trustee for such Lender and the Intercreditor and Collateral Agency Agreementother Secured Parties under the Security Documents, including the Vessel Mortgages, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency Agreementparty, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. (b) In furtherance of the foregoing, each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) hereby appoints and authorizes the Collateral Agent and the Mortgage Trustee to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding In this connection, the Collateral Agent and the Mortgage Trustee (and any provision to Subagents appointed by the contrary elsewhere in this Agreement or in any other Loan Document Collateral Agent or the Intercreditor and Mortgage Trustee pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral Agency Agreement(or any portion thereof) granted under the Security Documents, the Administrative Agent shall not consent to or for exercising any amendment of any Loan Document rights or the Intercreditor and Collateral Agency Agreement except remedies thereunder at the direction of the Majority Collateral Agent or the Mortgage Trustee) shall be entitled to the benefits of this Article IX (including Section 9.07) as though the Collateral Agent and the Mortgage Trustee (and any of their respective Subagents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto. (c) Each Lender (in its capacities as a Lender and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements)) irrevocably authorizes the Administrative Agent, the Collateral Agent or the Mortgage Trustee, 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, the Collateral Agent or the Mortgage Trustee 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) and the termination 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 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 any 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, (iii) to subordinate any Lien on any property granted to or held by the Collateral Agent or Mortgage Trustee under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(e)(2)(b) and (iv) enter into any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, to the extent contemplated by the terms hereof, and acknowledge that any such First Lien Intercreditor Agreement and Second Lien Intercreditor Agreement will be binding upon them. Upon request by an Agent, at any time, the Required Lenders will confirm in writing the Administrative Agent’s, the Collateral Agent’s or the Mortgage Trustee’s, as applicable, authority to release its interest in particular types or items of property, or to release any 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, the Issuing Banks 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 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 unless expressly required otherwise pursuant theretothe Issuing Banks, shall not take to pay to the Administrative Agent any action under any Security Documentamount due for the reasonable compensation, the Intercreditor expenses, disbursements and Collateral Agency Agreement, except at the direction advances of the Majority LendersAdministrative 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 administrative agent of such Lender under this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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, Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement 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 as the agent with respect to the Collateral, and each of the 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 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 or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Collateral Agent shall not consent to have any amendment duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative 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 Loan other Credit Document or otherwise exist against the Intercreditor and Collateral Agency Agreement except at the direction Agent. (c) Each of the Majority Lenders and unless expressly required otherwise pursuant theretoLead Arrangers, in its capacity as such, shall not take have any action obligations, duties or responsibilities under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction this Agreement but shall be entitled to all benefits of the Majority Lendersthis Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement 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 as the agent with respect to the Collateral, and each of the 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 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, 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, 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 in any other Loan Document or otherwise exist against the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersAgent.

Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which and the Collateral Agent as the agent of such Lender and the Administrative Agent is a party and under the Intercreditor and Collateral Agency Security Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and the Collateral Agent, as the case may be, in such capacities, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent or the Collateral Agent. Notwithstanding any provision to The Administrative Agent and each Lender understand and agree that all Liens created by the contrary elsewhere Security Agreement on the Collateral have been created in this Agreement or in any other Loan Document or favor of the Intercreditor and Collateral Agency AgreementAgent, for the benefit of the Administrative Agent shall not consent and the Lenders, that all rights to take remedial action with respect to the Collateral under the Security Agreement have been granted to the Collateral Agent and that neither the Administrative Agent nor any amendment of any Loan Document or Lender has the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not right to take any such remedial action under any Security Document, with respect to the Intercreditor and Collateral Agency Agreement, except at other than through the direction of the Majority LendersCollateral Agent.

Appointment. Each Lender and each Agent hereby irrevocably designates and appoints the DBNY as Administrative Agent as the administrative agent of such Lender hereunder and under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementTransaction Documents, and each such Lender irrevocably authorizes the Administrative Agent to execute and to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Transaction Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementTransaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender in each Lender Group hereby irrevocably designates and appoints the Agent for such Lender Group as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall promptly deliver, but in any event no later than the following Business Day, a copy of any notice, certificate, report or other documents received by it in its capacity as Administrative Agent to each Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as a “Note 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, any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative any Note Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenders.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the administrative agent agents of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender irrevocably authorizes the Administrative Agent to execute and each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against any Agent or the Other Representatives. (b) 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, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative AgentAgent and the Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates). Notwithstanding Each Agent and any provision such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 10 shall apply to any such sub-agent and to the contrary elsewhere 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 Agreement or in Section 10 are solely for the benefit of the Agents and the Lenders, and neither the Borrowers nor any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent Party shall not consent to any amendment have rights as a third party beneficiary of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenderssuch provisions.

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 administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementCredit Documents, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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, Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding . (b) Each Lender hereby appoints UBS AG, Stamford Branch (together with any provision successor Collateral Agent pursuant to Section 12.11) as the Collateral Agent hereunder and authorizes the Collateral Agent to (i) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the contrary elsewhere Collateral Agent under such Credit Documents and (ii) exercise such powers as are reasonably incidental thereto. For purposes of the exculpatory, liability-limiting, indemnification and other similar provisions of this Section 12, references to the “Administrative Agent” shall be deemed to include the Collateral Agent in this Agreement or in any other Loan Document or its capacity as such. Each Lender hereby appoints the Intercreditor Collateral Agent to enter into, and Collateral Agency Agreementsign for and on behalf of the Lenders as Secured Parties, the Administrative Agent shall not consent to any amendment of any Loan Document or Security Documents for the Intercreditor and Collateral Agency Agreement except at the direction benefit of the Majority Lenders and unless expressly required otherwise pursuant theretothe Secured Parties. (c) Each Lead Arranger and each Joint Bookrunner, in its capacity as such, shall not take have any action obligations, duties or responsibilities under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction this Agreement but shall be entitled to all benefits of the Majority Lendersthis Section 12.

Appointment. 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, Agreement and the other Loan Transaction Documents to which for the Administrative term hereof (and Agent is a party and the Intercreditor and Collateral Agency Agreementhereby accepts such appointment), and each such Holder and Lender irrevocably authorizes the Administrative Agent to execute and to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Transaction Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementTransaction 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, any other Loan Document Agreement or the Intercreditor and Collateral Agency Agreement other Transaction Documents or otherwise exist against the Administrative Agent. Notwithstanding any provision Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority (to the contrary elsewhere 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) 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 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 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 (except to the limited extent provided in Section 2.9 with respect to the Register), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Agent”, the terms “agent”, “Agent” and “collateral agent” and similar terms in any Transaction Document to refer to Agent, which terms are used for title purposes only, (b) is not assuming any obligation under any Transaction Document other Loan Document than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender, Holder or any other Person and (c) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Transaction Document, and each Lender and Holder, by accepting the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction benefits of the Majority Lenders Transaction Documents, hereby waives and unless agrees not to assert any claim against Agent based on the roles, duties and legal relationships expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction disclaimed in clauses (a) through (c) of the Majority Lendersthis sentence.

Appointment. (a) Each Lender hereby irrevocably appoints, designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and to take such action on its behalf under the provisions of this Agreement, the Credit Agreement and each other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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 Agreement, the Credit Agreement or any other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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 Agreement, Credit Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision 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 contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, 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 Issuing Lender shall not consent act on behalf of the Lenders with respect to any amendment Letters of any Loan Document or Credit issued by it and the Intercreditor documents associated therewith until such time (and Collateral Agency Agreement except for so long) as the Administrative Agent may agree at the direction request of the Majority Required Lenders and unless expressly required otherwise pursuant to act for the Issuing Lender with respect thereto; provided, however, that the Issuing Lender shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction have all of the Majority Lendersbenefits and immunities (i) provided to the Administrative Agent in this Section 10 with respect to any acts taken by or omissions of 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 letters of credit 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, and (ii) as additionally provided herein with respect to the Issuing Lender.

Appointment. (a) Each Lender Owner hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender Owner under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender Owner irrevocably authorizes the Administrative Agent to execute and Agent, as the agent for such Owner, to take such action on its behalf under the provisions of this Agreement, the other Loan Transaction Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties thereunder as are expressly delegated to the Administrative Agent by the terms of this Agreement, the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementTransaction 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, any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against any Agent. (b) Each Owner hereby accepts the Administrative Agent. Notwithstanding appointment of the related Managing Agent specified on Schedule I hereto as its Managing Agent hereunder, and authorizes such Managing Agent to take such action on its behalf under the provisions 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, if any, together with such other powers as are reasonably incidental thereto. (c) Except for actions which any provision Agent is expressly required to the contrary elsewhere in take pursuant to this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency AgreementConduit Support Document, no Agent shall be required to take any action which exposes the Administrative Agent or such Agent to personal liability or which is contrary to applicable law unless such Agent shall not consent receive further assurances to its satisfaction from the Owners of the indemnification obligations under Section 5.7 hereof against any amendment 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 any Loan Document each notice and determination given to it by the Transferor, the Servicer or the Intercreditor Performance Guarantor, pursuant to the terms of this Agreement. Each Managing Agent agrees to give the Administrative Agent and Collateral Agency Agreement except 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 5.9 hereof, the appointment and authority of the Administrative Agent and each Managing Agent hereunder shall terminate at the direction later to occur of (i) the Majority Lenders payment to (A) each Owner and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, each Managing Agent of all amounts owing to such Owner and Managing Agent hereunder and (B) the Intercreditor Administrative Agent of all amounts due hereunder and Collateral Agency (ii) the termination of this Agreement, except at the direction of the Majority Lenders.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. (b) The Administrative Agent and each Lender hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent and each 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, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein and in the other Loan Documents, or any fiduciary relationship with any of the Administrative Agent or the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or in any other Loan Document or otherwise exist against the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersAgent.

Appointment. Each Lender Lender, Swing Line Bank and LC Issuing Bank hereby irrevocably designates and appoints the Xxxxx Fargo, as Administrative Agent as the administrative agent of such Lender under this Agreement, Person to act as specified herein and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender irrevocably Lender, Swing Line Bank and LC Issuing Bank hereby authorizes the Administrative Agent to execute and to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, together with such other powers as are reasonably incidental thereto. 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, Swing Line Bank or LC Issuing Bank and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, Agreement or any of the other Loan Document Documents, or the Intercreditor and Collateral Agency Agreement or shall otherwise exist against the Administrative Agent. Notwithstanding The provisions of this Section are solely for the benefit of the Administrative Agent, the Lenders, the Swing Line Banks and the LC Issuing Banks and neither the Borrower nor the Parent shall have any provision to rights as a third party beneficiary of the contrary elsewhere in provisions hereof. In performing its functions and duties under this Agreement or in any and the other Loan Document or the Intercreditor and Collateral Agency AgreementDocuments, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction act solely as Administrative Agent of the Majority Lenders Lenders, the Swing Line Banks and unless expressly required otherwise pursuant theretothe LC Issuing Banks and, does not assume and shall not take be deemed to have assumed any action under any Security Documentobligation or relationship of agency or trust with or for the Borrower, the Intercreditor and Collateral Agency Agreement, except at the direction Parent or any of the Majority Lenderstheir respective Affiliates.

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 administrative agent of such Lender or L/C Issuer, as applicable, under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. (b) The Administrative Agent, 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 designate and appoint the Collateral Agent as the agent 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 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, 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, the Lenders or any L/C Issuers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or in any other Loan Document or otherwise exist against the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersAgent.

Appointment. (1) 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 administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which Documents, as applicable, including as the Administrative Collateral Agent is a party for such Lender and the Intercreditor and Collateral Agency Agreementother applicable Secured Parties under the applicable Security Documents, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacities, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. (2) 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. Notwithstanding If the Internal Revenue Service or any provision other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the contrary elsewhere 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. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or in any other Loan Document against any amount due the 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 Administrative Agent, any assignment of rights by, or the Intercreditor 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. (3) In furtherance of the foregoing, each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Hedge Agreements) hereby appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on the Collateral Agency Agreementgranted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In connection therewith, the Administrative Agent shall not consent (and any Subagents appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any amendment of Lien on the Collateral (or any Loan Document portion thereof) granted under the Security Documents, or the Intercreditor and Collateral Agency Agreement except for exercising any rights or remedies thereunder at the direction of the Majority Administrative Agent) shall be entitled to the benefits of this Article IX (including Section 9.07) as though the Administrative Agent (and any such Subagents) were an “Agent” under the 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 unless expressly required otherwise pursuant theretothe 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 take be exercised other than through the Administrative Agent; provided that the foregoing shall not preclude any action under Lender from exercising any Security Document, right of set-off in accordance with the Intercreditor provisions of Section 10.06 or from exercising rights and Collateral Agency Agreement, except at remedies (other than the direction enforcement of Collateral) with respect to any payment default after the occurrence of the Majority LendersMaturity Date with respect to any Term Loans made by it.

Appointment. (a) Each Lender hereby irrevocably appoints, designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and to take such action on its behalf under the provisions of this Agreement, the Credit Agreement and each other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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 Agreement, the Credit Agreement or any other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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 Agreement, Credit Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision 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 contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, 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 Issuing Lender shall not consent act on behalf of the Lenders with respect to any amendment Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Lender with respect thereto; provided, however, that the Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 10 with respect to any Loan Document acts taken by or omissions of 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 letters of credit 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, and (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 Intercreditor and Collateral Agency Agreement except at other Credit Documents other than those applicable to all Lenders as such. Without limiting the direction foregoing, none of the Majority 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 unless expressly required otherwise pursuant theretowill not rely, shall not take on any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersLenders so identified in deciding to enter into this Credit Agreement or the other Credit Documents or in taking or not taking action hereunder.

Appointment. Each Lender hereby irrevocably designates and appoints the Xxxxx Fargo Bank, National Association as Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the and as Administrative Agent is a party of the Secured Parties under and pursuant to the Intercreditor and Collateral Agency AgreementSecurity Documents, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this AgreementAgreement 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 which it is a party 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 Intercreditor and Collateral Agency Agreementother 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to , the contrary elsewhere in this Agreement or in any other Loan Document Syndication Agent or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersArrangers.

Appointment. Each Lender KeyBank National Association, is hereby irrevocably designates and appoints the appointed Administrative Agent as the administrative agent of such Lender hereunder and under this Agreement, the each other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocument, and each such Lender of the Lenders irrevocably authorizes the Administrative Agent to execute and to take act as the agent of such action on its behalf under the provisions of this Agreement, the other Loan Documents to which the Lender. The Administrative Agent is a party and agrees to act as such upon the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to express conditions contained in this Article X. Notwithstanding the use of the defined term “Administrative Agent by the terms of this Agreement, the other Loan Documents to which Agent,” it is a party expressly understood and the Intercreditor and Collateral Agency Agreement, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, 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 or responsibilitiesas are expressly set forth in the Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, except the Administrative Agent (i) shall perform its duties with respect to the administration of 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 fiduciary duties to any of the Lenders, (ii) is a “representative” of the Lenders within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth herein, or any fiduciary relationship with any Lender, in the Agreement and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, any the other Loan Document or Documents. Each of the Intercreditor and Collateral Agency Agreement or otherwise exist Lenders hereby agrees to assert no claim against the Administrative Agent. Notwithstanding Agent on any provision to the contrary elsewhere in this Agreement agency theory or in any other Loan Document or the Intercreditor and Collateral Agency Agreementtheory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives, provided that the Administrative Agent shall shall, in any case, not consent be released from liability to any amendment of any Loan Document the Lenders for damages or the Intercreditor and Collateral Agency Agreement except at the direction losses incurred by them as a result of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersAdministrative Agent’s gross negligence or willful misconduct.

Appointment. (a) Each Lender and each Issuing Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the administrative agent agents of such Lender or Issuing Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender or Issuing Lender irrevocably authorizes the Administrative Agent to execute and each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against any Agent or the Other Representatives. (b) 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, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative AgentAgent and the Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates). Notwithstanding Each Agent and any provision such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 10 shall apply to any such sub-agent and to the contrary elsewhere 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 Agreement Section 10 are solely for the benefit of the Agents, the Lenders and the Issuing Lenders, and no Borrower or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent Party shall not consent to any amendment have rights as a third-party beneficiary of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenderssuch provisions.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding . (b) Each Lender hereby relieves the Administrative Agent, in such capacity, for the purposes described in paragraph (a) above (for the avoidance of doubt, including, but not limited to, the creation and release of any provision Collateral and the entering into and termination of any Security Document), from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the contrary elsewhere in this Agreement or in extent legally possible to such Lender. The Administrative Agent is authorized to delegate its powers of attorney (including the exemption from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other Loan Document or applicable law, in each case to the Intercreditor and Collateral Agency Agreement, extent legally possible to such Lender). A Lender which is barred from granting such exemption shall notify the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lendersaccordingly.

Appointment. (a) Each Lender and each Issuing Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the administrative agent agents of such Lender or Issuing Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender or Issuing Lender irrevocably authorizes the Administrative Agent to execute and each agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against any Agent or the Other Representatives. (b) 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, or delegate any and all such rights and powers to, any one or more sub agents appointed by such Agent (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative 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). Notwithstanding Each Agent and any provision such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the contrary elsewhere 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 solely to the extent of the Parent Borrower’s rights to consent pursuant to and subject to the conditions in Subsection 10.9 and except for Subsection 10.13, the provisions of this Agreement or in Section 10 are solely for the benefit of the Agents, the Lenders and the Issuing Lenders, and no Borrower nor any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent Party shall not consent to any amendment have rights as a third party beneficiary of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenderssuch provisions.

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 administrative agent Agent (and, in particular, for the purposes of such Lender Italian law, as mandatario con rappresentanza (common representative)) hereunder and under this Agreement, the other Loan Finance Documents to which and authorises the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and to take such action actions on its behalf under the provisions of this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency Agreementhereof or thereof, together with such other actions and powers as are reasonably incidental thereto. Notwithstanding any provision . (b) Each of the US Dollar Swingline Lenders hereby irrevocably appoint KeyBank National Association to act on its behalf as the Swingline Agent (and, in particular, for the purposes of Italian law, as mandatario con rappresentanza (common representative)) hereunder and under the other Finance Documents and authorises the Swingline Agent to take such actions on its behalf and to exercise such powers as are delegated to the contrary elsewhere in this AgreementSwingline Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. (c) Each of the Arranging Parties, the Administrative Lenders and the Issuing Agent shall not have any duties authorises the Global Coordinators, Bookrunners and Mandated Lead Arrangers to exercise the rights, powers, authorities and discretions specifically given to the Global Coordinators, Bookrunners and Mandated Lead Arrangers under or responsibilities, except those expressly set forth herein, or any fiduciary relationship in connection with the Finance Documents together with any Lenderother incidental rights, powers, authorities and discretions. (d) Unless otherwise expressly stated, the provisions of this Clause 32 are solely for the benefit of the Agent, the Arranging Parties, the Lenders, the Swingline Agent and the Issuing Agent and no implied covenants, functions, responsibilities, duties, obligations or liabilities Obligor shall be read into this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment have rights as a third party beneficiary of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenderssuch provisions.

Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which (including the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any provision to the contrary elsewhere in and all Liens on Collateral, together with such powers and discretion as are reasonably incidental thereto. In this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreementconnection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent shall not consent pursuant to Section 9.2 for purposes of holding or enforcing any amendment of Lien on the Collateral (or any Loan Document portion thereof) granted under the Security Documents, or the Intercreditor for exercising any rights and Collateral Agency Agreement except remedies thereunder at the direction of the Majority Lenders and unless expressly required otherwise pursuant theretoAdministrative Agent), shall not take any action be entitled to the benefits of all provisions of this Section 9 and Section 10, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersLoan 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 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 administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which Documents, as applicable, including as the Administrative Collateral Agent is a party for such Lender and the Intercreditor and Collateral Agency Agreementother applicable Secured Parties under the applicable Security Documents, and each such Lender irrevocably authorizes the Administrative Agent Agent, in such capacities, to execute enter into and to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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 Xxxxxx’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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding To the extent required by any provision 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 contrary elsewhere immediately preceding sentence. (b) In furtherance of the foregoing, 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 appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In connection therewith, the Administrative Agent (and any Subagents appointed by the Administrative Agent pursuant to Section 8.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights or remedies thereunder at the direction of the Administrative Agent) shall be entitled to the benefits of this Agreement Article VIII (including Section 8.07) as though the Administrative Agent (and any such Subagents) were an “Agent” under the 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 Intercreditor 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 Collateral Agency Agreement(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 not 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 amendment 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 Loan Document Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the Intercreditor and Collateral Agency Agreement except at rights of any Lender or Issuing Bank or to authorize the direction Administrative Agent to vote in respect of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take claim of any action under Lender or Issuing Bank in any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenderssuch proceeding.

Appointment. Each Lender (and, if applicable, each other Secured Party) hereby irrevocably designates appoints Chicago Atlantic as its Collateral Agent under and appoints the Administrative for purposes of each Credit Document, and hereby authorizes Collateral Agent as the administrative agent to act on behalf of such Lender (or if applicable, each other Secured Party) under this Agreementeach Credit Document, and, in the absence of other Loan written instructions from the Lenders pursuant to the terms of the Credit Documents received from time to which the Administrative Agent is a party and the Intercreditor and time by Collateral Agency AgreementAgent, and each such Lender irrevocably authorizes the Administrative Agent to execute and to take such action on its behalf under the provisions of this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers hereunder and perform such duties thereunder as are expressly specifically delegated to or required of Collateral Agent by the terms hereof and thereof, together with such powers as may be incidental thereto. Each Lender (and, if applicable, each other Secured Party) hereby appoints Chicago Atlantic as its Administrative Agent under and for purposes of each Credit Document and hereby authorizes Administrative Agent to act on behalf of such Lender (or, if applicable, each other Secured Party) under each Credit Document and, in the absence of other written instructions from the Lenders pursuant to the terms of the Credit Documents received from time to time by Administrative Agent, to exercise such powers hereunder and thereunder as are specifically delegated to or required of Administrative Agent by the terms of this Agreement, the other Loan Documents to which it is a party hereof and the Intercreditor and Collateral Agency Agreementthereof, together with such other powers as are reasonably may be incidental thereto. Each Lender (and, if applicable, each other Secured Party) hereby designates and appoints each Agent as the agent of such Lender. 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 LenderLender or other Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative any Agent. Notwithstanding Anything contained in any provision of the Credit Documents to the contrary elsewhere in this notwithstanding, each Credit Party, Administrative Agent, Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Security Agreement or in any other Loan Document Security Documents, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Agents, on behalf of the Secured Parties in accordance with the terms hereof, and all powers, rights and remedies under the Security Documents may be exercised solely by Agents, and (ii) in the event of a foreclosure by any of Agents on any of the Collateral pursuant to a public or private sale or other disposition, any Agent or any Lender may be the Intercreditor purchaser or licensor of any or all of such Collateral at any such sale or other disposition and each Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Agency Agreementsold at any such public sale, to use and apply any of the Administrative Agent shall not consent Obligations (including Obligations owed to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction other Secured Party) as a credit on account of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take purchase price for any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except payable by such Agent at the direction of the Majority Lenderssuch sale or other disposition.

Appointment. 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, Agreement and the other Loan Transaction Documents to which for the Administrative term hereof (and Agent is a party and the Intercreditor and Collateral Agency Agreementhereby accepts such appointment), and each such Holder and Lender irrevocably authorizes the Administrative Agent to execute and to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Transaction Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementTransaction 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, any other Loan Document Agreement or the Intercreditor and Collateral Agency Agreement other Transaction Documents or otherwise exist against the Administrative Agent. Notwithstanding any provision Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority (to the contrary elsewhere 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) 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 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 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 (except to the limited extent provided in Section 2.9 with respect to the Register), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Agent”, the terms “agent”, “Agent” and “collateral agent” and similar terms in any Transaction Document to refer to Agent, which terms are used for title purposes only, (b) is not assuming any obligation under any Transaction Document other Loan Document than as expressly set forth therein or any role as agent (except as expressly set forth in this Agreement and the Intercreditor other Transaction Documents), fiduciary or trustee of or for any Lender, Holder or any other Person and Collateral Agency Agreement(c) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Transaction Document, and each Lender and Holder, by accepting the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction benefits of the Majority Lenders Transaction Documents, hereby waives and unless agrees not to assert any claim against Agent based on the roles, duties and legal relationships expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction disclaimed in clauses (a) through (c) of the Majority Lendersthis sentence.

Appointment. Each Lender hereby irrevocably appoints, designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and to take such action on its behalf under the provisions of this Agreement, the Agreement and each other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, the Agreement or any other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocument, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to Without limiting the contrary elsewhere 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 in other implied (or express) obligations arising under agency doctrine of any other Loan Document applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Issuing Bank shall act on behalf of the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent Lenders with respect to any amendment Letters of any Loan Document or Credit Issued by it and the Intercreditor documents associated therewith until such time and Collateral Agency Agreement except for so long as the Agent may agree at the direction request of the Majority Required Lenders and unless expressly required otherwise pursuant to act for such Issuing Bank with respect thereto; provided, however, that the Issuing Bank shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction have all of the Majority Lendersbenefits 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 hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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, Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement 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 as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer 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 or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Collateral Agent shall not consent to have any amendment duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative 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 Loan other Credit Document or otherwise exist against the Intercreditor and Collateral Agency Agreement except at the direction Agent. (c) Each of the Majority Lenders Syndication Agent, Joint Lead Arrangers and unless expressly required otherwise pursuant theretoBookrunners, the Co-Documentation Agents and the Joint Manager and Arranger each in its capacity as such, shall not take have any action obligations, duties or responsibilities under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction this Agreement but shall be entitled to all benefits of the Majority Lendersthis Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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, Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement 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 as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer 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 or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Collateral Agent shall not consent to have any amendment duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative 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 Loan other Credit Document or otherwise exist against the Intercreditor and Collateral Agency Agreement except at the direction Agent. (c) Each of the Majority Lenders Co-Syndication Agents, Joint Lead Arrangers and unless expressly required otherwise pursuant theretoJoint Bookrunners and the Co-Documentation Agents, each in its capacity as such, shall not take have any action obligations, duties or responsibilities under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction this Agreement but shall be entitled to all benefits of the Majority Lendersthis Section 13.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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, Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement 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 as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender and each Issuing Bank 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 or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Collateral Agent shall not consent to have any amendment duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative 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 Loan other Credit Document or otherwise exist against the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant theretoAgent. (c) The Arrangers, in their capacity as such, shall not take have any action obligations, duties or responsibilities under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction this Agreement but shall be entitled to all benefits of the Majority Lendersthis Section 12.

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 administrative agent of such Lender hereunder and under this Agreement, the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and to take such action actions on its behalf under the provisions of this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency Agreementhereof or thereof, together with such other actions and powers as are reasonably incidental thereto. Notwithstanding any provision to It is understood and agreed that the contrary elsewhere in this Agreement, use of 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, any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement term “agent” herein or in any other Loan Document Credit Documents (or any other similar term) with reference to the Intercreditor Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “Collateral Agency AgreementAgent” under the Credit Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Letter of Credit Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such Letter of Credit Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted under the Security Documents to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “Collateral Agent”, and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent shall not consent pursuant to Section 12.2 for purposes of holding or enforcing any amendment of Lien on the Collateral (or any Loan Document portion thereof) granted under the Security Documents, or the Intercreditor for exercising any rights and Collateral Agency Agreement except remedies thereunder at the direction of the Majority Lenders and unless expressly required otherwise pursuant theretoAdministrative Agent), shall not take any action be entitled to the benefits of all provisions of this Section 12 and Section 13 (including Section 13.5(a), as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersCredit Documents) as if set forth in full herein with respect thereto.

Appointment. 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 administrative agent terms of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementIndenture, and each such Lender Class S Purchaser and Agent irrevocably authorizes the Administrative Agent to execute and Agent, as the agent for such Class S Purchaser or Agent, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Related Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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 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 other Loan agent for such Class S Purchaser, to take such action on its behalf under the provisions of the Related Documents and to which it is a party exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the Intercreditor and Collateral Agency Agreementterms 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, any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent or any Agent. Notwithstanding To the extent that any provision of this Article 7 with respect to the contrary elsewhere relationship between an Agent and the Class S Purchasers in this Agreement or its Purchaser Group conflicts with any agreement between such Class S Purchasers and such Agent set forth in any other Loan Document or the Intercreditor and Collateral Agency Agreementagreement with respect to a Support Facility, the Administrative Agent shall not consent to any amendment terms of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenderssuch other agreement will control.

Appointment. (i) Each Lender of the Lenders hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, the other applicable Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, the other applicable Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding The provisions of this Article are solely for the benefit of the Agent and the other Credit Parties, and no Loan Party or any provision Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. (ii) The Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Agent to act as the contrary elsewhere in agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreementconnection, the Administrative Agent, as “collateral agent,” and any agents or attorneys-in-fact appointed by the Agent shall not consent to for purposes of holding or enforcing any amendment of Lien on the Collateral (or any Loan Document portion thereof) granted under the Security Documents, or the Intercreditor for exercising any rights and Collateral Agency Agreement except remedies thereunder at the direction of the Majority Lenders and unless expressly required otherwise pursuant theretoAgent, shall not take any action be entitled to the benefits of all provisions of this Section 9 (including Section 9.09) and Section 10.04, as though such agents and attorneys-in-fact were the “collateral agent” under any Security Document, the Intercreditor and Collateral Agency Agreement, except at Loan Documents as if set forth in full herein with respect thereto. (iii) The provisions of this Section 9.01 are for the direction benefit of the Majority 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 administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party Documents, and the Intercreditor Collateral Agent as the agent for such Lender and Collateral Agency Agreementthe other Secured Parties under the Security Documents, and each such Lender and Hedge Bank irrevocably authorizes the Administrative Agent to execute and the Collateral Agent, in such capacities, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative AgentAgents. (b) In furtherance of the foregoing, 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 appoints and authorizes the Collateral Agent to act as the agent of such Lender and such Hedge Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in In this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreementconnection, the Administrative Collateral Agent shall not consent (and any Subagents appointed by the Collateral Agent pursuant to Section 8.02 for purposes of holding or enforcing any amendment of Lien on the Collateral (or any Loan Document portion thereof) granted under the Security Documents, or the Intercreditor and Collateral Agency Agreement except for exercising any rights or remedies thereunder at the direction of the Majority Lenders Collateral Agent) shall be entitled to the benefits of this Article VIII (including, without limitation, Section 8.07) and unless expressly required otherwise pursuant Article IX (including, without limitation, Section 9.05) as though the Collateral Agent (and any such Subagents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenders.

Appointment. (a) Each Lender New Investor hereby irrevocably designates and appoints the Administrative Collateral Agent as the administrative agent of such Lender New Investor under this Agreement, the other Loan Documents to which the Administrative Agent is a party Agreement and the Intercreditor Security Documents and each New Investor irrevocably (i) directs the Collateral Agency Agent to enter into this Agreement and the New Security Agreement, and each such Lender irrevocably (ii) authorizes the Administrative Agent to execute and Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, the other Loan Documents to which the Administrative Agent is a party Agreement and the Intercreditor and Collateral Agency Agreement 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, the other Loan Documents to which it is a party Agreement and the Intercreditor and Collateral Agency AgreementSecurity 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, any other Loan Document or Agreement and the Intercreditor and Collateral Agency Agreement Security Documents or otherwise exist against the Administrative Collateral Agent. (b) 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 secured parties under the Existing Debenture Documents by or through agents or attorneys-in-fact. Each Existing Investor hereby designates and appoints the Collateral Agent as the agent and attorney-in-fact of such Existing Investor under this Agreement and the Security Documents and each Existing Investor authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the Security 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 Security Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Collateral Agent shall not consent to have any amendment of any Loan Document duties or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreementresponsibilities, except at those expressly set forth herein, or any fiduciary relationship with any Existing Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into Agreement and the direction of Security Documents or otherwise exist against the Majority LendersCollateral Agent.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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, Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement 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 as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer 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 or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Collateral Agent shall not consent to have any amendment duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative 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 Loan other Credit Document or otherwise exist against the Intercreditor and Collateral Agency Agreement except at the direction Agent. (c) Each of the Majority Lenders Co-Syndication Agents, Joint Lead Arrangers and unless expressly required otherwise pursuant theretoBookrunners, each in its capacity as such, shall not take have any action obligations, duties or responsibilities under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction this Agreement but shall be entitled to all benefits of the Majority Lendersthis Section 13.

Appointment. The Lenders hereby irrevocably designate and appoint Deutsche Bank AG New York Branch as Administrative Agent (for 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 as the administrative agent of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and to take such action on its behalf under the provisions of this Agreement, the other Loan Credit Documents and any other instruments and agreements referred to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, the other Loan Documents to which it is a party hereof and the Intercreditor thereof and Collateral Agency Agreement, together with such other powers as are reasonably incidental thereto. Notwithstanding Each Lender hereby irrevocably authorizes, each holder of any provision Note by the acceptance of such Note, and each other Secured Creditor by the acceptance of the Obligations secured by the Security Documents, shall be deemed irrevocably to authorize, the Collateral Agent to take such action on its behalf under the provisions of this Agreement and any other instruments and agreements referred to herein and to exercise such powers and to perform such duties hereunder as are specifically delegated or required of the Collateral Agent by the terms hereof and such other powers as are reasonably incidental thereto. The Lenders hereby authorize the Collateral Agent (and any 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 terms of the Credit Documents. The Administrative Agent shall not have and the Collateral Agent may perform any of their respective duties hereunder 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, under any other Loan Credit Document by or the Intercreditor and Collateral Agency Agreement through its officers, directors, agents, employees or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lendersaffiliates.

Appointment. Each Lender of the First Lien Secured Parties hereby irrevocably designates appoints and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Controlling Collateral Agent to execute and to take such action actions on its behalf and to exercise such powers as are delegated to the Controlling Collateral Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. 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 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 other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement take such actions on its behalf and to exercise such powers and perform such duties as are expressly delegated to to, or otherwise given to, the Administrative Agent Designated Senior Representative by the terms of this Agreement, the other Loan Documents to which it is a party and the Second Lien Intercreditor and Collateral Agency Agreement, together with such other powers and discretion as are reasonably incidental thereto. Notwithstanding In this connection, the Controlling Collateral Agent and any provision co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to the contrary elsewhere in this Agreement, applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Administrative Agent shall not have Collateral (or any duties or responsibilities, except those expressly set forth hereinportion thereof) granted under any of the First Lien Security Documents, or for exercising any fiduciary relationship with rights and remedies thereunder or under any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, any other Loan Document or of the Other Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except Agreements at the direction of the Majority Lenders and unless expressly required otherwise pursuant theretoControlling Collateral Agent (acting on the written instructions of the requisite holders of the applicable Series of First Lien Obligations), shall not take be entitled to the benefits of all provisions of this Section 4.02 and the equivalent, if applicable, provision of any action under any Security DocumentFirst Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the Intercreditor and “Collateral Agency AgreementAgent” named therein) as if set forth in full herein with respect thereto. Without limiting the foregoing, except at the direction each of the Majority LendersFirst 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. Each Lender KeyBank National Association, is hereby irrevocably designates and appoints the appointed Administrative Agent as the administrative agent of such Lender hereunder and under this Agreement, the each other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocument, and each such Lender of the Lenders irrevocably authorizes the Administrative Agent to execute and to take act as the agent of such action on its behalf under the provisions of this Agreement, the other Loan Documents to which the Lender. The Administrative Agent is a party and agrees to act as such upon the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to express conditions contained in this Article X. Notwithstanding the use of the defined term “Administrative Agent by the terms of this Agreement, the other Loan Documents to which Agent,” it is a party expressly understood and the Intercreditor and Collateral Agency Agreement, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, 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 or responsibilitiesas are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, except the Administrative Agent (i) shall perform its duties with respect to the administration of 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 fiduciary duties to any of the Lenders, (ii) is a “representative” of the Lenders within the meaning of the term “secured party” as defined in the Illinois Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth herein, or any fiduciary relationship with any Lender, in this Agreement and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, any the other Loan Document or Documents. Each of the Intercreditor and Collateral Agency Agreement or otherwise exist Lenders hereby agrees to assert no claim against the Administrative Agent. Notwithstanding Agent on any provision to the contrary elsewhere in this Agreement agency theory or in any other Loan Document or the Intercreditor and Collateral Agency Agreementtheory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives, provided that the Administrative Agent shall shall, in any case, not consent be released from liability to any amendment of any Loan Document the Lenders for damages or the Intercreditor and Collateral Agency Agreement except at the direction losses incurred by them as a result of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersAdministrative Agent’s gross negligence or willful misconduct.

Appointment. Each Lender of the Lenders hereby irrevocably designates and appoints the First Union as Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which for the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, term hereof and each such Lender irrevocably authorizes the First Union, as Administrative Agent to execute and for such Lender, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, the Agreement and such other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, any Agreement or the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents or otherwise exist against the Administrative Agent. Notwithstanding any provision Any reference to the contrary elsewhere 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 any other Loan Document or the Intercreditor connection with them and Collateral Agency Agreementin respect of anything relating to them, the Administrative Agent shall act solely as the administrative agent of (but not consent as trustee for (except to the extent specifically required pursuant to the Security Documents)) the Lenders, and the Administrative Agent shall not have any amendment of fiduciary duty towards any Loan Document Person (except as expressly referred to above) or the Intercreditor be under any obligation other than those expressly provided for in this Agreement and Collateral Agency Agreement except at the direction any of the Majority Lenders and unless expressly required otherwise pursuant thereto, other Loan Documents. The Administrative Agent shall not take in any action under way whatsoever assume, nor shall it be deemed to have assumed, any Security Documentobligation as agent of or trustee for, or any relationship of agency or trust with or for, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersBorrower or any Subsidiary thereof.

Appointment. (a) Each Lender hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A., as the Administrative Agent as the administrative agent and Collateral Agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender irrevocably authorizes the JPMorgan Chase Bank, N.A., as Administrative Agent to execute and for such Lender, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document Agents or the Intercreditor and Collateral Agency Other Representatives. (b) 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, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and the 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 such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 9 shall not consent apply to any amendment such sub-agent and to the Related Parties of each Agent and any Loan Document or such sub-agent, and shall apply to their respective activities in connection with the Intercreditor and Collateral Agency Agreement except at the direction syndication of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenderscredit facilities provided for herein as well as activities as Agent.

Appointment. Each Lender (and, if applicable, each other Secured Party) hereby irrevocably designates appoints GS as its Collateral Agent under and appoints for purposes of each Credit Document, and hereby authorizes the Administrative Collateral Agent as the administrative agent to act on behalf of such Lender (or if applicable, each other Secured Party) under this Agreementeach Credit Document and, in the absence of other Loan written instructions from the Lenders pursuant to the terms of the Credit Documents received from time to which time by the Collateral Agent, to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral Agent by the terms hereof and thereof, together with such powers as may be incidental thereto. Each Lender (and, if applicable, each other Secured Party) hereby appoints GS as its Administrative Agent is a party under and the Intercreditor for purposes of each Credit Document and Collateral Agency Agreement, and each such Lender irrevocably hereby authorizes the Administrative Agent to execute and act on behalf of such Lender (or, if applicable, each other Secured Party) under each Credit Document and, in the absence of other written instructions from the Lenders pursuant to take such action on its behalf under the provisions terms of this Agreement, the other Loan Credit Documents received from time to which time by the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and Agent, to exercise such powers hereunder and perform such duties thereunder as are expressly specifically delegated to or required of the Administrative Agent by the terms of this Agreement, the other Loan Documents to which it is a party hereof and the Intercreditor and Collateral Agency Agreementthereof, together with such other powers as are reasonably may be incidental thereto. Each Lender (and, if applicable, each other Secured Party) hereby irrevocably designates and appoints each Agent as the agent of such Lender. 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 LenderLender or other Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative any Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenders.

Appointment. Each Lender The Noteholders hereby irrevocably designates appoint and appoints designate U.S. Bank as collateral agent on their behalf hereunder and under the Administrative 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) enter into all of the Collateral Documents for and on behalf of and for the benefit of the Secured Parties in accordance with the terms hereof and thereof, (b) exercise such rights and powers under this Agreement or the Collateral Documents, as the administrative agent of such Lender under this Agreementcase may be, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and to take such action on its behalf under the provisions of this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, the other Loan Documents to which it is a party hereof and the Intercreditor and Collateral Agency Agreementthereof, 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, and no implied covenants, functions, responsibilities, duties, obligations Obligor or liabilities shall be read into this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agenttheir respective Affiliates. Notwithstanding any provision In addition to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreementforegoing, the Administrative Collateral Agent shall not consent is authorized to any amendment of any Loan Document or open and maintain a deposit account and to make deposits and disbursements as provided by the Intercreditor and Collateral Agency Agreement except at the direction Documents. Funds on deposit may be invested in Permitted Investments but only pursuant to written instructions of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersCompany.

Appointment. 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 administrative agent terms of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementIndenture, and each such Lender Class B Purchaser and Agent irrevocably authorizes the Administrative Agent to execute and Agent, as the agent for such Class B Purchaser or Agent, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Related Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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 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 other Loan agent for such Class B Purchaser, to take such action on its behalf under the provisions of the Related Documents and to which it is a party exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the Intercreditor and Collateral Agency Agreementterms 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, any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent or any Agent. Notwithstanding To the extent that any provision of this Article 7 with respect to the contrary elsewhere relationship between an Agent and the Class B Purchasers in this Agreement or its Purchaser Group conflicts with any agreement between such Class B Purchasers and such Agent set forth in any other Loan Document or the Intercreditor and Collateral Agency Agreementagreement with respect to a Support Facility, the Administrative Agent shall not consent to any amendment terms of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenderssuch other agreement will control.

Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding 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 potential Hedge Bank and a potential Cash Management Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any provision and all Liens on Collateral granted by any of the Loan Parties to secure any of the contrary elsewhere in Obligations, together with such powers and discretion as are reasonably incidental thereto. In this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreementconnection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent shall not consent pursuant to Article VIII for purposes of holding or enforcing any amendment of Lien on the Collateral (or any Loan Document portion thereof) granted under the Security Documents, or the Intercreditor for exercising any rights and Collateral Agency Agreement except remedies thereunder at the direction of the Majority Lenders and unless expressly required otherwise pursuant theretoAdministrative Agent, shall not take any action be entitled to the benefits of all provisions of this Article VIII and Article IX (including Section 9.05, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction Loan Documents) as if set forth in full herein with respect thereto. Each Issuing Bank shall act on behalf of the Majority LendersRevolving 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 of the Lenders hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, the other applicable Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, the other applicable Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding The provisions of this Article are solely for the benefit of the Agent and the other Credit Parties, and no Loan Party or any provision Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. (b) The Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Agent to act as the contrary elsewhere in agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreementconnection, the Administrative Agent, as “collateral agent,” and any agents or attorneys-in-fact appointed by the Agent shall not consent to for purposes of holding or enforcing any amendment of Lien on the Collateral (or any Loan Document portion thereof) granted under the Security Documents, or the Intercreditor for exercising any rights and Collateral Agency Agreement except remedies thereunder at the direction of the Majority Lenders and unless expressly required otherwise pursuant theretoAgent, shall not take any action be entitled to the benefits of all provisions of this Section 9 (including Section 9.09) and Section 10.04, as though such agents and attorneys-in-fact were the “collateral agent” under any Security Document, the Intercreditor and Collateral Agency Agreement, except at Loan Documents as if set forth in full herein with respect thereto. (c) The provisions of this Section 9.01 are for the direction benefit of the Majority 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) The Lenders (which term includes each Issuing Bank for purposes of this Article XI) hereby irrevocably designate and 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 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), in each case, to act as specified herein and in the other Loan Documents. Each (a) Lender hereby irrevocably designates authorizes, and appoints each holder of any applicable Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent as the administrative agent of such and (b) Revolving Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreementhereby 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 to execute and Revolving Agent, in each case, to take such action on its behalf under the provisions of this Agreement, the other Loan Documents and any other instruments and agreements referred to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, the other Loan Documents to which it is a party hereof and the Intercreditor thereof and Collateral Agency Agreement, together with such other powers as are reasonably incidental or related thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the The Administrative Agent shall not have and the Revolving Agent may perform any of its respective duties hereunder by or responsibilitiesthrough its officers, except those expressly set forth hereindirectors, agents, employees or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lendersaffiliates.

Appointment. (a) Each Lender hereby irrevocably designates and appoints JPMCB as the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender hereby irrevocably authorizes JPMCB, as the Administrative Agent to execute and for such Lender, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, any Agreement or the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, . (b) Any proceeds received by the Administrative Agent shall not consent pursuant to any amendment the terms of any Loan Document or the Intercreditor Guarantee and Collateral Agency Agreement except shall be applied as provided in such Guarantee and Collateral Agreement. Each Hedging Lender agrees that (i) if at any time it shall receive any proceeds pursuant to the direction terms of either Guarantee and Collateral Agreement (other than through application by the Majority Lenders 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 unless expressly required otherwise pursuant thereto, shall (ii) it will not take or cause to be taken any action under any Security Documentaction, including, without limitation, the Intercreditor and Collateral Agency Agreementcommencement of any legal or equitable proceedings, except at the direction purpose of which is or could be to give such Hedging Lender any preference or priority against the Majority Lendersother Lenders with respect to such proceeds.

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 administrative agent of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender, Swing Line Lender and L/C Issuer irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, the other applicable Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, the other applicable Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding The provisions of this Article are solely for the benefit of the Agent and the other Credit Parties, and no Loan Party or any provision to Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions. (b) The Agent shall also act as the contrary elsewhere in this Agreement or in any other “collateral agent” under the Loan Document or Documents, and each of the Intercreditor and Collateral Agency AgreementLenders, the Administrative Swing Line Lender and the L/C Issuer hereby irrevocably appoints and authorizes the Agent shall not consent to act as the agent of such Lender, Swing Line Lender and L/C Issuer for purposes of acquiring, holding and enforcing any amendment and all Liens on Collateral granted by any of the Loan Parties to secure any Loan Document of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as “collateral agent,” and any agents or attorneys-in-fact appointed by the Intercreditor Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and Collateral Agency Agreement except remedies thereunder at the direction of the Majority Agent, shall be entitled to the benefits of all provisions of this Section 9 (including Section 9.09) and Section 10.04, as though such agents and attorneys-in-fact were the “collateral agent” under the 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 unless expressly required otherwise pursuant theretothe L/C Issuer, and no Loan Party or any Subsidiary thereof shall not take have rights as a third party beneficiary of any action under any Security Document, of such provisions (other than the Intercreditor and Collateral Agency Agreement, except at the direction provisions of the Majority LendersSection 9.06).

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 administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which Documents, including as the Administrative Collateral Agent is a party for such Lender and the Intercreditor and Collateral Agency Agreementother Secured Parties under the Security Documents, including the Vessel Mortgage, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency Agreementparty, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. (b) In furtherance of the foregoing, each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) hereby appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in In this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreementconnection, the Administrative Collateral Agent shall not consent (and any Subagents appointed by the Collateral Agent pursuant to Section 9.02 for purposes of holding or enforcing any amendment of Lien on the Collateral (or any Loan Document portion thereof) granted under the Security Documents, or the Intercreditor and Collateral Agency Agreement except for exercising any rights or remedies thereunder at the direction of the Majority Collateral Agent) shall be entitled to the benefits of this Article IX (including Section 9.07) as though the Collateral Agent (and any of their respective Subagents) were an “Agent” under the 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 unless expressly required otherwise pursuant theretothe 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 not take consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any action under any Security Documentamount due for the reasonable compensation, the Intercreditor expenses, disbursements and Collateral Agency Agreement, except at the direction advances of the Majority LendersAdministrative 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 administrative agent agents of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender irrevocably authorizes the Administrative Agent to execute and each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document Agent or the Intercreditor and Collateral Agency Other Representatives. (b) 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, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and the 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 such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 10 shall not consent apply to any amendment such sub-agent and to the Related Parties of each Agent and any Loan Document or such sub-agent, and shall apply to their respective activities in connection with the Intercreditor and Collateral Agency Agreement except at the direction syndication of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenderscredit facilities provided for herein as well as activities as Agent.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, the other applicable Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, the other applicable Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement 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 potential counterparty to a Specified Hedge Agreement) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in In this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreementconnection, the Administrative Agent, as “collateral agent,” and any agents or attorneys-in-fact appointed by the Administrative Agent shall not consent pursuant to Section 9.2 for purposes of holding or enforcing any amendment of Lien on the Collateral (or any Loan Document portion thereof) granted under the Security Documents, or the Intercreditor for exercising any rights and Collateral Agency Agreement except remedies thereunder at the direction of the Majority Lenders and unless expressly required otherwise pursuant theretoAdministrative Agent, shall not take any action be entitled to the benefits of all provisions of this Section 9 (including Section 9.7) and Section 10.5, as though such agents and attorneys-in-fact were the “collateral agent” under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersLoan Documents as if set forth in full herein with respect thereto.

Appointment. Each Lender of the First Lien Secured Parties hereby irrevocably designates appoints and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Controlling Collateral Agent to execute and to take such action actions on its behalf and to exercise such powers as are delegated to the Controlling Collateral Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. 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 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 other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement take such actions on its behalf and to exercise such powers and perform such duties as are expressly delegated to to, or otherwise given to, the Administrative Agent Designated Senior Representative by the terms of this Agreement, the other Loan Documents to which it is a party and the Second Lien Intercreditor and Collateral Agency Agreement, together with such other powers and discretion as are reasonably incidental thereto. Notwithstanding In this connection, the Controlling Collateral Agent and any provision co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to the contrary elsewhere in this Agreement, applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Administrative Agent shall not have Collateral (or any duties or responsibilities, except those expressly set forth hereinportion thereof) granted under any of the First Lien Security Documents, or for exercising any fiduciary relationship with rights and remedies thereunder or under any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, any other Loan Document or of the Other Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except Agreements at the direction of the Majority Lenders and unless expressly required otherwise pursuant theretoControlling Collateral Agent, shall not take any action under any Security Document, be entitled to the Intercreditor benefits of all provisions of this Section 4.02 and Collateral Agency Agreement, except at the direction Section 12 of the Majority LendersCredit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named 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. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementCredit Documents, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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 or participant, 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 Administrative Agent. (b) The Administrative Agent and each Lender hereby irrevocably designate and appoint each Collateral Agent as its agent under this Agreement and the other Credit Documents, and the Administrative Agent and each Lender irrevocably authorize each Collateral Agent, in such capacity, to take such action on their 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 each 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, each Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with the Administrative Agent or any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative a Collateral Agent. . (c) Notwithstanding any other provision to the contrary elsewhere in of this Agreement or in any provision of any other Loan Document Credit Document, each of the Sole Lead Arranger and the Sole Bookrunner are named as such for recognition purposes only, and in their respective capacities as such shall have no obligations, duties, responsibilities or liabilities with respect to this Agreement or any other Credit Document; it being understood and agreed that each of the Intercreditor Sole Lead Arranger and Collateral Agency Agreementthe Sole Bookrunner shall be entitled to all benefits of this Section 12. Without limitation of the foregoing, neither the Sole Lead Arranger nor the Sole Bookrunner in their respective capacities as such shall, by reason of this Agreement or any other Credit Document, have any fiduciary relationship in respect of any Lender, Credit Party or any other Person. (d) Each Lender confirms that the Sole Lead Arranger and the Administrative Agent shall not consent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Sole Lead Arranger or Administrative Agent) the terms of any reliance letter or engagement letters relating to any amendment of any Loan Document reports or letters provided by accountants in connection with the Credit Documents or the Intercreditor transactions contemplated in the Credit Documents (including any net asset letter in connection with the financial assistance procedures) and Collateral Agency Agreement except at to bind it in respect of those reports or letters and to sign such letters on its behalf and further confirms that it accepts the direction of the Majority Lenders terms and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lendersqualifications set out in such letters.

Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which (including the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any provision to the contrary elsewhere in and all Liens on Collateral, together with such powers and discretion as are reasonably incidental thereto. In this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreementconnection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent shall not consent pursuant to Section 9.2 for purposes of holding or enforcing any amendment of Lien on the Collateral (or any Loan Document portion thereof) granted under the Security Documents, or the Intercreditor for exercising any rights and Collateral Agency Agreement except remedies thereunder at the direction of the Majority Lenders and unless expressly required otherwise pursuant theretoAdministrative Agent, shall not take any action be entitled to the benefits of all provisions of this Section 9 and Section 10, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersLoan Documents) as if set forth in full herein with respect thereto.

Appointment. Each Lender hereby irrevocably designates and appoints the GECC as Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementCredit Documents, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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, Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere The Joint Lead Arrangers, each in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant theretoits capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 11. Each Lender hereby appoints GECC (together with any successor Collateral Agent pursuant to Section 11.11) as the Collateral Agent hereunder and authorizes the Collateral Agent to (i) take any such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Collateral Agent under any Security Document, the Intercreditor such Credit Documents and Collateral Agency Agreement, except at the direction of the Majority Lenders(iii) exercise such powers as are reasonably incidental thereto.

Appointment. Each Lender of the Lenders and the Issuing Bank hereby irrevocably designates and appoints the Administrative Agent as the administrative its agent of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and to take such action actions on its behalf under the provisions of this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency Agreementhereof, together with such other actions and powers as are reasonably incidental thereto. Notwithstanding In furtherance of the foregoing, each Lender on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements or Secured Hedge Agreements hereby appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any provision and all Liens on Collateral granted by any of the Loan Parties to secure any of the contrary elsewhere in Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this Agreementconnection, the Administrative Collateral Agent shall not have (and any duties sub agents appointed by the Collateral Agent pursuant hereto for purposes of holding or responsibilities, except those expressly set forth hereinenforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations rights or liabilities shall be read into this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except remedies thereunder at the direction of the Majority Lenders Collateral Agent) shall be entitled to the benefits of this Article VIII as though the Collateral Agent (and unless expressly required otherwise pursuant any such sub-agents) were an “Agent” under the 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, shall 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 take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersAdministrative Agent hereunder.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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 Bookrunner, the Amendment No. 1 Joint Lead Arrangers and, the Amendment No. 3 Joint Lead Arrangers, the Amendment No. 4 Joint Lead Arrangers and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, none of 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 Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of their respective Subsidiaries. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuers hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuers 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 or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Collateral Agent shall not consent to have any amendment duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative 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 Loan other Credit Document or otherwise exist against the Intercreditor Collateral Agent. (c) The Joint Lead Arrangers and Collateral Agency Agreement except at Bookrunners, the direction of Amendment No. 1 Joint Lead Arrangers and, the Majority Lenders Amendment No. 3 Joint Lead Arrangers and unless expressly required otherwise pursuant theretothe Amendment No. 4 Joint Lead Arrangers, in their capacities as such, shall not take have any action obligations, duties or responsibilities under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction this Agreement but shall be entitled to all benefits of the Majority Lendersthis Section 12.

Appointment. (a) Each Lender hereby irrevocably designates and appoints Credit Suisse AG, Cayman Islands Branch, as the Administrative Agent as the administrative agent and Collateral Agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender irrevocably authorizes the Credit Suisse AG, Cayman Islands Branch, as Administrative Agent to execute and for such Lender, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document Agents or the Intercreditor and Collateral Agency Other Representatives. (b) 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, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and the 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 such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 9 shall not consent apply to any amendment such sub-agent and to the Related Parties of each Agent and any Loan Document or such sub-agent, and shall apply to their respective activities in connection with the Intercreditor and Collateral Agency Agreement except at the direction syndication of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenderscredit facilities provided for herein as well as activities as Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which and the Collateral Agent as the agent of such Lender, the Administrative Agent, the Other Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementOther Lenders under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent to execute and the Collateral Agent, as the case may be, in such capacities, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, Agreement and the other Loan Documents to which it is a party Documents, as applicable (and, in the case of the Collateral Agent, the Other Credit Agreement and the Intercreditor and Collateral Agency AgreementSecurity 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent or the Collateral Agent. Notwithstanding any provision The Administrative Agent and each Lender understand and agree that all Liens created by the Security Documents on the Collateral have been created in favor of the Collateral Agent, for the benefit of the Administrative Agent, the Other Administrative Agent, the Lenders and the Other Lenders, that all rights to take remedial action with respect to the contrary elsewhere in this Agreement or in any other Loan Document or Collateral under the Intercreditor Security Documents have been granted to the Collateral Agent and Collateral Agency Agreementthat neither the Administrative Agent, the Other Administrative Agent shall not consent Agent, any Lender nor any Other Lender has the right to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any such remedial action under any Security Document, with respect to the Intercreditor and Collateral Agency Agreement, except at other than through the direction of the Majority LendersCollateral Agent.

Appointment. Each Lender The Manager hereby irrevocably designates and appoints the Administrative Agent Lead Adviser to serve as the administrative agent of such Lender under 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 other Loan Documents to which Lead Adviser will act in the Administrative Agent is a party best interests of each Fund and will perform its duties hereunder for each Fund in conformity with (a) all applicable securities laws, including but not limited to, the Investment Company Act, the Advisers Act, and the Intercreditor and Collateral Agency AgreementCommodity 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 Agent to execute and to take such action on its behalf under the provisions of this Agreementact, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by (b) the terms of this Agreement, (c) the other Loan Documents investment objectives, policies and restrictions of each applicable Fund as stated in the Trust’s currently effective registration statement, as amended from time to which it is a party time and made available to the Lead Adviser by the Manager, under the Securities Act and the Intercreditor Investment Company Act, (d) the Trust’s Declaration of Trust and Collateral Agency AgreementBylaws as made available to the Lead Adviser by the Manager, together with (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 this Agreement, 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 other Loan Document or the Intercreditor and Collateral Agency Agreement way or otherwise exist against be deemed to be an agent of the Administrative Agent. Notwithstanding any provision to the contrary elsewhere Manager or a Fund unless expressly authorized in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lendersanother appropriate written format.

Appointment. Each Lender hereby irrevocably designates and appoints the Citibank as Administrative Agent and BTM as the administrative agent of such Lender under this Agreement, Issuing Bank to act as specified herein and in the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementCredit Documents, and each such Lender irrevocably hereby authorizes the Administrative Agent to execute and Agents, as an agent for such Lender, to take such action on its behalf under the provisions of this Agreement, Credit Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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 Agreement, any other Loan Document or the Intercreditor and Collateral Agency Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative AgentAgents. The provisions of this Section 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 any provision to the contrary elsewhere in this Agreement anything herein or in any other Loan Document 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 Intercreditor and Collateral Agency Agreement, Credit Documents except as a Lender in accordance with the terms of the Credit Documents. The Administrative Agent shall not consent shall, upon receipt thereof from the Borrower, promptly deliver to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction Lenders copies of the Majority Lenders and unless expressly required otherwise financial statements received pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lendersto Section 7.1.

Appointment. Each Lender hereby irrevocably designates and appoints the Xxxxx Fargo Bank, National Association as Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the and as Administrative Agent is a party of the Secured Parties under and pursuant to the Intercreditor and Collateral Agency AgreementSecurity Documents, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this AgreementAgreement 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 capacity as such under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Arrangers, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to which it is a party exercise such powers and perform such duties as are expressly delegated to the Arrangers by the terms of this Agreement and the Intercreditor and Collateral Agency Agreementother 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 Co-Syndication Agents, the Documentation 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to , the contrary elsewhere in this Agreement or in any other Loan Document Co-Syndication Agents, the Documentation Agent or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersArrangers.

Appointment. (1) 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 administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which Documents, as applicable, including as the Administrative Collateral Agent is a party for such Lender and the Intercreditor and Collateral Agency Agreementother applicable Secured Parties under the applicable Security Documents, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacities, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. (2) 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. Notwithstanding If the Internal Revenue Service or any provision other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the contrary elsewhere 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. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or in any other Loan Document against any amount due the 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 Administrative Agent, any assignment of rights by, or the Intercreditor 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. (3) In furtherance of the foregoing, 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 appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on the Collateral Agency Agreementgranted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In connection therewith, the Administrative Agent shall not consent (and any Subagents appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any amendment of Lien on the Collateral (or any Loan Document portion thereof) granted under the Security Documents, or the Intercreditor and Collateral Agency Agreement except for exercising any rights or remedies thereunder at the direction of the Majority Lenders Administrative Agent) shall be entitled to the benefits of this Article IX (including Section 9.07) as though the Administrative Agent (and unless expressly required otherwise pursuant any such Subagents) were an “Agent” under the 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, shall not take at its option and in its discretion: (a) to release any action Lien on any property granted to or held by the Administrative Agent under any Security Loan Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenders.:

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. (b) The Administrative Agent and each Lender hereby irrevocably designates and appoints the Collateral Trustee as its agent under the Collateral Trust Agreement and the other Loan Documents, and irrevocably authorizes the Collateral Trustee, in such capacity, to (i) take such action on its behalf under the provisions of the Collateral Trust Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Trustee by the terms of the Collateral Trust Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto and (ii) enter into any and all Security Documents and the Collateral Trust Agreement and such other documents and instruments as shall be necessary to give effect to (A) the ranking and priority of Debt and other extensions of credit and obligations contemplated hereunder and under the Collateral Trust Agreement, (B) the security interests in the Collateral purported to be created by the Security Documents and (C) the other terms and conditions of the Collateral Trust Agreement. Each Lender further hereby agrees to be bound by the terms of the Collateral Trust Agreement and such other documents and instruments to the same extent as if it were a party thereto and authorizes the Administrative Agent to enter into the Collateral Trust Agreement and such other documents and instruments on its behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Trustee shall not have any duties or responsibilities, except those expressly set forth herein, in the Collateral Trust Agreement or in any other Loan Document to which it is a party, or any fiduciary relationship with the Intercreditor Administrative Agent or any Lender, and Collateral Agency no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, the Administrative Agent shall not consent to Collateral Trust Agreement or any amendment of any other Loan Document or otherwise exist against the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersTrustee.

Appointment. Each Lender Purchaser Agent and each Secured Party hereby irrevocably designates appoints and appoints authorizes the Administrative Agent as the administrative its agent of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party hereunder and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably hereby further authorizes the Administrative Agent to execute appoint additional agents to act on its behalf and for the benefit of each of the Purchaser Agents and each Secured Party. Each Purchaser Agent and each Secured Party further authorizes the Administrative Agent to take such action as agent on its behalf under the provisions of this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers under this Agreement and perform such duties the other Transaction Documents as are expressly delegated to the Administrative Agent by the terms of this Agreement, the other Loan Documents to which it is a party hereof and the Intercreditor and Collateral Agency Agreementthereof, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision With respect to other actions which are incidental to the contrary elsewhere in this Agreementactions specifically delegated to the Administrative Agent hereunder, the Administrative Agent shall not have be required to take any duties or responsibilitiessuch incidental action hereunder, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities but shall be read into this Agreementrequired to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Purchaser Agents; provided, any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreementhowever, that the Administrative Agent shall not consent be required to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Documenthereunder if the taking of such action, in the Intercreditor and Collateral Agency Agreement, except at the direction reasonable determination of the Majority LendersAdministrative Agent, shall be in violation of any Applicable Law or contrary to any provision of this Agreement or shall expose the Administrative Agent to liability hereunder or otherwise. In the event the Administrative Agent requests the consent of a Purchaser Agent or a Purchaser pursuant to the foregoing provisions and the Administrative Agent does not receive a consent (either positive or negative) from such Person within ten Business Days of such Person’s receipt of such request, then such Purchaser Agent or Purchaser shall be deemed to have declined to consent to the relevant action.

Appointment. Each Lender Approved Counterparty hereby irrevocably designates and appoints the Administrative Agent as its non-fiduciary collateral agent for the administrative agent purpose of such Lender under this Agreement, perfecting and maintaining Approved Counterparty’s security interest and Lien in and on the other Loan Documents to which the Administrative Agent is a party Collateral. Each Approved Counterparty hereby authorizes and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes directs the Administrative Agent to execute (a) enter into all of the Collateral Documents for and to take on behalf of and for the benefit of the Secured Parties in accordance with the terms hereof and thereof, (b) exercise such action on its behalf rights and powers under the provisions of this Agreement, the other Loan Documents to which the Administrative Agent is a party Agreement and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties Documents, as the case may be, as are expressly specifically granted or delegated to the Administrative Agent by the terms of this Agreement, the other Loan Documents to which it is a party hereof and the Intercreditor and Collateral Agency Agreementthereof, 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 in this Agreement, duties of the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lenderhereunder and under the Loan Documents, and no implied covenants, functions, responsibilities, duties, (c) perform the obligations or liabilities shall be read into this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, of the Administrative Agent shall under the Collateral Documents. Each Approved Counterparty signing this Agreement as a Lender hereby agrees to be bound by the provisions of this Agreement and the Loan Documents in such Lender’s capacity both as a Lender and as an Approved Counterparty. Each Approved Counterparty that has not consent signed or otherwise joined this Agreement in writing to any amendment of any Loan Document Administrative Agent’s reasonable satisfaction shall, as a condition precedent to being an Approved Counterparty or the Intercreditor and Collateral Agency Agreement except at the direction Secured Party in respect of the Majority Lenders Collateral, execute Secured Swap Intercreditor Agreement, acknowledging and unless expressly required otherwise pursuant agreeing to be bound by the terms and conditions of the Loan Documents applicable thereto, shall not take any action under any Security Documentincluding, without limitation, this Section 10.12, in the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenders.form attached hereto as Exhibit J.

Appointment. Each Lender and the Issuer hereby irrevocably designates and appoints the Administrative Agent PNC to act as the administrative agent of Agent for such Lender and the Issuer under this AgreementAgreement and the Other Loan Documents, including, without limitation, the other Loan Documents to which the Administrative Agent is a party 2010 Note Intercreditor Agreement. Each Lender and the Intercreditor and Collateral Agency Agreement, and each such Lender Issuer hereby irrevocably authorizes the Administrative Agent to execute and to take such action on its behalf under the provisions of this Agreement, Agreement and the other Other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, the other Loan Documents to which it is a party hereof and the Intercreditor thereof and Collateral Agency Agreement, together with such other powers as are reasonably incidental thereto. Notwithstanding thereto and the Agent shall hold all Collateral, payments of principal and interest, fees, charges and collections (without giving effect to any provision collection days) received pursuant to the contrary elsewhere in this Agreement, for the Administrative ratable benefit of the Secured Creditors. The Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Notes) the Agent shall not have be required to exercise any duties discretion or responsibilitiestake any action, except those expressly set forth herein, but shall be required to act or any fiduciary relationship with any Lenderto refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities such instructions shall be read into this Agreementbinding; provided, however, that the Agent shall not be required to take any other Loan Document action which exposes the Agent to liability or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision which is contrary to the contrary elsewhere in this Agreement or in the Other Loan Documents or applicable law unless the Agent is furnished with an indemnification reasonably satisfactory to the Agent with respect thereto. The Agent shall also act as the “collateral agent” under this Agreement and the Other Loan Documents, including, without limitation, the 2010 Note Intercreditor Agreement, and each of the Lenders and the Issuer hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender and Issuer for purposes of entering into the 2010 Note Intercreditor Agreement and for purposes of acquiring, holding and enforcing any other and all Liens on Collateral granted by any of the Loan Document Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as “collateral agent” and any agents or employees appointed by such Agent pursuant to this Section for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under this Agreement or the Intercreditor Other Loan Documents, or for exercising any rights and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except remedies thereunder at the direction of the Majority Lenders and unless expressly required otherwise pursuant theretosuch Agent), shall not take any action under any Security Document, be entitled to the Intercreditor benefits of all provisions of this Article XIII and Collateral Agency Agreement, except at the direction of the Majority LendersArticle XV as if set forth in full herein with respect thereto.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent RBC as the administrative agent of such Lender under this Agreement, to act as specified herein and in the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementCredit Documents, and each such Lender irrevocably hereby authorizes the Administrative Agent to execute and Agent, as the agent for such Lender, to take such action on its behalf under the provisions of this Agreement, Credit Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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 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, any other Loan Document or the Intercreditor and Collateral Agency Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. Notwithstanding The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and the Credit Parties shall not have any provision to rights as a third party beneficiary of the contrary elsewhere in provisions hereof. In performing its functions and duties under this Credit Agreement or in any and the other Loan Document or the Intercreditor and Collateral Agency AgreementCredit Documents, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction act solely as agent of the Majority Lenders and unless expressly required otherwise pursuant does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party. (b) Each Lender agrees that any action taken by the Administrative Agent in accordance with the provisions of this Agreement or of the other Credit Documents, and the exercise by the Administrative Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall not be authorized and binding upon all of the Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Collateral and with the Guarantee and Pledge Agreement, (ii) execute and deliver the Guarantee and Pledge Agreement and accept delivery of such agreement delivered by any applicable Credit Party, (iii) act as collateral agent for the Lenders for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Guarantee and Pledge Agreement and (vi) except as may be otherwise specifically restricted by the terms hereof or of any action under any Security other Credit Document, exercise all remedies given to the Intercreditor Administrative Agent and the Lenders with respect to the Collateral Agency Agreementunder the Credit Documents relating thereto, except at the direction of the Majority Lendersapplicable law or otherwise.

Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender and Wilmington Trust Company as Collateral Agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementAgent, and each such Lender irrevocably authorizes the Administrative Agent to execute and the Collateral Agent, in such capacities, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative such Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent or the Collateral Agent, as applicable. Notwithstanding Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any provision and all documents (including releases) with respect to the contrary elsewhere Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement or in any other Loan Document or and the Security Documents. Without limiting the foregoing, each Lender irrevocably appoints the Collateral Agent to act as the “Second Lien Collateral Agent” under the Intercreditor Agreement and authorizes and directs the Collateral Agency AgreementAgent to execute, the Administrative Agent shall not consent to any amendment of any Loan Document or deliver and perform the Intercreditor Agreement on such Lender’s behalf and Collateral Agency Agreement except at each such Lender agrees to be bound by the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lendersterms thereof.

Appointment. Each Lender Purchaser Agent and each Secured Party hereby irrevocably designates appoints and appoints authorizes the Administrative Agent as the administrative its agent of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party hereunder and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably hereby further authorizes the Administrative Agent to execute appoint additional agents to act on its behalf and for the benefit of each of the Purchaser Agents and each Secured Party. Each Purchaser Agent and each Secured Party further authorizes the Administrative Agent to take such action as agent on its behalf under the provisions of this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers under this Agreement and perform such duties the other Transaction Documents as are expressly delegated to the Administrative Agent by the terms of this Agreement, the other Loan Documents to which it is a party hereof and the Intercreditor and Collateral Agency Agreementthereof, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision With respect to other actions which are incidental to the contrary elsewhere in this Agreementactions specifically delegated to the Administrative Agent hereunder, the Administrative Agent shall not have be required to take any duties or responsibilitiessuch incidental action hereunder, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities but shall be read into this Agreement, any other Loan Document required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the Intercreditor and Collateral Agency Agreement or otherwise exist against direction of the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, Purchaser Agents; provided that the Administrative Agent shall not consent be required to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Documenthereunder if the taking of such action, in the Intercreditor and Collateral Agency Agreement, except at the direction reasonable determination of the Majority LendersAdministrative Agent, shall be in violation of any Applicable Law or contrary to any provision of this Agreement or shall expose the Administrative Agent to liability hereunder or otherwise. In the event the Administrative Agent requests the consent of a Purchaser Agent or a Purchaser pursuant to the foregoing provisions and the Administrative Agent does not receive a consent (either positive or negative) from such Person within ten Business Days of such Person’s receipt of such request, then such Purchaser Agent or Purchaser shall be deemed to have declined to consent to the relevant amendments.

Appointment. Each Lender of the Lenders (including in any Lender’s other capacity hereunder) and each of the Issuing Banks (each of the foregoing referred to as the “Lenders” for purposes of this Article VII) hereby irrevocably designates and appoints the Administrative Agent as the administrative its agent of such Lender under this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and to take such action actions on its behalf under the provisions of this Agreement, the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency Agreementhereof, together with such other actions and powers as are reasonably incidental thereto. Notwithstanding In furtherance of the foregoing, each Lender on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements or Secured Hedge Agreements hereby appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any provision and all Liens on Collateral granted by any of the Loan Parties to secure any of the contrary elsewhere in Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this Agreementconnection, the Administrative Collateral Agent shall not have (and any duties sub agents appointed by the Collateral Agent pursuant hereto for purposes of holding or responsibilities, except those expressly set forth hereinenforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations rights or liabilities shall be read into this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except remedies thereunder at the direction of the Majority Lenders Collateral Agent) shall be entitled to the benefits of this Article VIII as though the Collateral Agent (and unless expressly required otherwise pursuant any such sub-agents) were an “Agent” under the 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 and/or Collateral 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, shall 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 take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersAdministrative Agent hereunder.

Appointment. (a) Each Lender (in its capacity as a Lender) hereby irrevocably designates and appoints (i) the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which Documents, and (ii) the Administrative Collateral Agent is a party as the agent of such Lender and the Intercreditor and Collateral Agency Agreementother Secured Parties under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent to execute and each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative such Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. (b) In furtherance of the foregoing, each Lender (in its capacity as a Lender) hereby appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding In connection therewith, any provision Subagent appointed by the Collateral Agent pursuant to the contrary elsewhere in this Agreement Section 8.02 or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, agent appointed by the Administrative Agent as permitted hereunder shall not consent be entitled to any amendment the benefits of any this Article VIII (including, without limitation, Section 8.07) as though such Subagent or agent) were an “Agent” under the Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant Documents, as if set forth in full herein with respect thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenders.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, the Orders and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, the Orders and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. (b) The Administrative Agent and each Lender hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent and each Lender irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, the Orders 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, 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 Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein and in the other Loan Documents, or any fiduciary relationship with any of the Administrative Agent or the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or in any other Loan Document or otherwise exist against the Intercreditor Collateral Agent. (c) The provisions of this Article VIII are solely for the benefit of the Agents and Collateral Agency Agreementthe Lenders, and no Credit Party shall have rights as a third-party beneficiary of any such provisions (other than as set forth in Section 8.09, 8.12 and 8.14). Without limiting the generality of the foregoing, the Administrative Agent shall not consent Agents are expressly authorized to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction execute each of the Majority Lenders Loan Documents and unless expressly required otherwise pursuant thereto, shall not take any action under and all documents (including releases) with respect to the Collateral and any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction rights of the Majority LendersSecured 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. Each Lender Purchaser hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender Purchaser under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementTransaction Documents, and each such Lender Purchaser irrevocably authorizes the Administrative Agent to execute and to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Transaction Documents to which the Administrative Agent it is a party and the Intercreditor and Collateral Agency Agreement 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, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementTransaction 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, Agreement or any other Loan Transaction Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to The provisions of this Section 8 are solely for the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, benefit of the Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact and affiliates, and no other Person shall not consent to have any amendment rights as a third party beneficiary of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders provisions hereof. The Administrative Agent shall perform its obligations hereunder with reasonable care, using a degree of skill and unless expressly required otherwise pursuant theretoattention no less than that which the Administrative Agent (i) exercises with respect to comparable duties that it performs when holding comparable assets for 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 care exercised by similar administrators relating to the duties to be performed hereunder. The Administrative Agent shall not take any action under any Security Documenthave no obligations, the Intercreditor and Collateral Agency duties or responsibilities except for those set forth in this Agreement, except at the direction of the Majority Lenders.

Appointment. (a) Each Lender (in its capacity as a Lender) hereby irrevocably designates and appoints (i) the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which Documents; and (ii) as the Administrative Collateral Agent is a party as the agent of such Lender and the Intercreditor and Collateral Agency Agreementother Secured Parties under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent to execute and each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative such Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against any Agent. (b) In furtherance of the foregoing, each Lender (in its capacity as a Lender) hereby appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of Holdings and the Borrower to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In connection therewith, any Subagent appointed by the Collateral Agent pursuant to Section 8.02 or any agent appointed by the Administrative Agent. Notwithstanding any provision Agent as permitted hereunder shall be entitled to the contrary elsewhere benefits of this Article VIII (including, without limitation, Section 8.07) as though such Subagent or agent were an “Agent” under the Loan Documents, as if set forth in this Agreement 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 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 Intercreditor Borrower, (i) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and Collateral Agency Agreement, payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall not 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 amendment 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 Loan Document Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the Intercreditor and Collateral Agency Agreement except at rights of any Lender or to authorize the direction Administrative Agent to vote in respect of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take claim of any action under Lender in any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenderssuch proceeding.

Appointment. (a) Each Lender and L/C Issuer hereby irrevocably designates appoints Citibank to act on its behalf as Administrative Agent under and appoints for purposes of this Agreement and each other Loan Document. Each Lender and L/C Issuer authorizes the Administrative Agent as the administrative agent to act on behalf of such Lender and L/C Issuer under this Agreement, the Agreement and each other Loan Documents Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreementagrees that it will comply, and each such Lender irrevocably authorizes the Administrative Agent to execute and to take such action on its behalf under the provisions of except as otherwise provided in this AgreementSection or as otherwise advised by counsel), the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers hereunder and perform such duties thereunder as are expressly specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. In performing its duties hereunder the Administrative Agent is acting solely on behalf of itself, the Lenders and the L/C Issuers, and shall not have any fiduciary, trust or similar relationship with Holdings, the Borrowers or any other Loan Party. Without limiting the foregoing, the parties agree that the duties of the Administrative Agent shall be mechanical and administrative in nature. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither Holdings, the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. (b) The Administrative Agent shall not be required to take any action hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Documents to which Document, unless it is a party and indemnified hereunder to its satisfaction. If any indemnity in favor of the Intercreditor and Collateral Agency AgreementAdministrative Agent shall be or become, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to in the contrary elsewhere in this Agreementdetermination of the Administrative Agent, inadequate, 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, any other Loan Document or may call for additional indemnification from the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, cease to do the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lendersacts indemnified against hereunder until such additional indemnity is given.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementCredit Documents, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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 LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender and each Letter of Credit Issuer hereby irrevocably designate and appoint each Collateral Agent as its agent under this Agreement and the other Credit Documents, and the Administrative Agent, each Lender and each Letter of Credit Issuer irrevocably authorize each Collateral Agent, in such capacity, to take such action on their 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 each 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, each Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with the Administrative Agent, any Lender or any Letter of Credit Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or in any other Loan Credit Document or the Intercreditor otherwise exist against a Collateral Agent. (c) Each Joint Lead Arranger and Collateral Agency Agreementeach Joint Bookrunner, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12. (d) Each Lender and Letter of Credit Issuer confirms that each Joint Lead Arranger and the Administrative Agent shall not consent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Joint Lead Arranger or Administrative Agent) the terms of any reliance letter or engagement letters relating to any amendment of any Loan Document reports or letters provided by accountants in connection with the Credit Documents or the Intercreditor transactions contemplated in the Credit Documents (including any net asset letter in connection with the financial assistance procedures) and Collateral Agency Agreement except at to bind it in respect of those reports or letters and to sign such letters on its behalf and further confirms that it accepts the direction of the Majority Lenders terms and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lendersqualifications set out in such letters.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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 the Joint Bookrunners 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 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. (b) The Administrative Agent and each Lender hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to the Collateral, and each of the Administrative Agent and each 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, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein and in the other Loan Documents, or any fiduciary relationship with any of the Administrative Agent or the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or in any other Loan Document or otherwise exist against the Intercreditor and Collateral Agency Agreement, the Administrative Agent shall not consent to any amendment of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction Agent. (c) Each of the Majority Lenders Joint Lead Arrangers and unless expressly required otherwise pursuant theretoJoint Bookrunners, each in its capacity as such, shall not take have any action obligations, duties or responsibilities under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction this Agreement but shall be entitled to all benefits of the Majority Lendersthis Section 12.

Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents (including, for the avoidance of doubt, to which the Administrative Agent is a party execute and deliver on behalf of itself and the Intercreditor Secured Parties the Guarantee and Collateral Agency Agreement 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, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against the Administrative Agent. Notwithstanding Without limiting the generality of the foregoing: (a) it is understood and agreed that the use of the term “agent” (or any provision to the contrary elsewhere in this Agreement similar term) herein or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, 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) where the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Loan Document expressed to be governed by the laws of Ireland or Bermuda, the obligations and liabilities of the Administrative Agent to the Secured Parties in its capacity as trustee shall not consent be excluded to any amendment of the fullest extent permitted by applicable law; and (c) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the Intercreditor and Collateral Agency Agreement except at profit element of any sum received by the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersAdministrative Agent for its own account.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the administrative agent agents of such Lender under this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency AgreementDocuments, and each such Lender irrevocably authorizes the Administrative Agent to execute and each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement 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, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement or otherwise exist against any Agent or the Other Representatives. (b) 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, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative AgentAgent and the Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates). Notwithstanding Each Agent and any provision such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 10 shall apply to any such sub-agent and to the contrary elsewhere 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 Agreement or in Section 10 are solely for the benefit of the Agents and the Lenders, and neither the Parent Borrower nor any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Agent Party shall not consent to any amendment have rights as a third party beneficiary of any Loan Document or the Intercreditor and Collateral Agency Agreement except at the direction of the Majority Lenders and unless expressly required otherwise pursuant thereto, shall not take any action under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority Lenderssuch provisions.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, and each such Lender irrevocably authorizes the Administrative Agent to execute and Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Credit Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, Agreement and the other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementCredit 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, Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement 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 as the agent with respect to the Collateral, and each of the Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer 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 or in any other Loan Document or the Intercreditor and Collateral Agency Agreement, the Administrative Collateral Agent shall not consent to have any amendment duties or responsibilities except those expressly set forth herein, or any fiduciary relationship with any of the Administrative 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 Loan other Credit Document or otherwise exist against the Intercreditor and Collateral Agency Agreement except at the direction Agent. (c) Each of the Majority Lenders Co-Syndication Agents, Co-Documentation Agents, Co-Senior Managing Agents, Co-Managing Agents, Joint Lead Arrangers and unless expressly required otherwise pursuant theretoBookrunners, each in its capacity as such, shall not take have any action obligations, duties or responsibilities under any Security Document, the Intercreditor and Collateral Agency Agreement, except at the direction this Agreement but shall be entitled to all benefits of the Majority Lendersthis Section 13.

Appointment. Each Lender of the Lenders hereby irrevocably designates and appoints the Wachovia as Administrative Agent as the administrative agent of such Lender under this Agreement, Agreement and the other Loan Documents to which for the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement, term hereof and each such Lender irrevocably authorizes the Wachovia, as Administrative Agent to execute and for such Lender, to take such action on its behalf under the provisions of this Agreement, Agreement and the other Loan Documents to which the Administrative Agent is a party and the Intercreditor and Collateral Agency Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement, the Agreement and such other Loan Documents to which it is a party and the Intercreditor and Collateral Agency AgreementDocuments, 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, any Agreement or the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents or otherwise exist against the Administrative Agent. Notwithstanding any provision Any reference to the contrary elsewhere 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 any other Loan Document or the Intercreditor connection with them and Collateral Agency Agreementin respect of anything relating to them, the Administrative Agent shall act solely as the administrative agent of (but not consent as trustee for (except to the extent specifically required pursuant to the Security Documents)) the Lenders, and the Administrative Agent shall not have any amendment of fiduciary duty towards any Loan Document Person (except as expressly referred to above) or the Intercreditor be under any obligation other than those expressly provided for in this Agreement and Collateral Agency Agreement except at the direction any of the Majority Lenders and unless expressly required otherwise pursuant thereto, other Loan Documents. The Administrative Agent shall not take in any action under way whatsoever assume, nor shall it be deemed to have assumed, any Security Documentobligation as agent of or trustee for, or any relationship of agency or trust with or for, the Intercreditor and Collateral Agency Agreement, except at the direction of the Majority LendersBorrower or any Subsidiary thereof.