Common use of Authorization and Action Clause in Contracts

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative an Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative such Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Each Lender hereby acknowledges that Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is by reason of this Agreement assumed a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of any Lender. In performing its functions and duties under this Agreement Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any other Facility Document and the transactions contemplated hereby obligation toward, or therebyrelationship of agency or trust with or for, any Borrower. As to any matters not expressly provided for by this Agreement or and the other Facility DocumentsLoan Documents (including without limitation enforcement and collection of the Notes), no Agent may, but shall not be required to to, exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders (orif so required hereunder, with respect to the Collateral Agentand such instructions shall be binding upon all Lenders; provided, the Administrative Agent); provided that such Agent shall not be required fully justified in failing or refusing to take any action which exposes such Agent, in its judgment, Agent to personal liability, cost or expense any liability or which is contrary to this Agreement, the other Facility Loan Documents or Applicable Lawapplicable law, or would be, in its judgment, contrary unless Agent is indemnified to its duties satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. If Agent seeks the consent or approval of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, under Agent shall send notice thereof to each Lender and shall notify each Lender at any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide time that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions Majority Lenders (or by refusing such greater or lesser number of Lenders) have instructed Agent to provide instruction) to the Administrative Agent withhold its consent act or exercise its discretion in an unreasonable mannerrefrain from acting pursuant hereto.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative an Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative such Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Each Lender hereby acknowledges that Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is by reason of this Agreement assumed a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of any Lender. In performing its functions and duties under this Agreement Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any other Facility Document and the transactions contemplated hereby obligation toward, or therebyrelationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement or and the other Facility DocumentsLoan Documents (including without limitation enforcement and collection of the Notes), no Agent may, but shall not be required to to, exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders (orif so required hereunder, with respect to the Collateral Agentand such instructions shall be binding upon all Lenders; provided, the Administrative Agent); provided that such Agent shall not be required fully justified in failing or refusing to take any action which exposes such Agent, in its judgment, Agent to personal liability, cost or expense any liability or which is contrary to this Agreement, the other Facility Loan Documents or Applicable Lawapplicable law, or would be, in its judgment, contrary unless Agent is indemnified to its duties satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. If Agent seeks the consent or approval of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, under Agent shall send notice thereof to each Lender and shall notify each Lender at any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide time that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions Majority Lenders (or by refusing such greater or lesser number of Lenders) have instructed Agent to provide instruction) to the Administrative Agent withhold its consent act or exercise its discretion in an unreasonable mannerrefrain from acting pursuant hereto.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Administrative Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the other Facility DocumentsNotes), no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary, with respect to the Collateral Agent, or as the Administrative AgentAgent shall believe in good faith to be necessary, under the circumstances as provided herein), and such instructions shall be binding upon all Lenders and all holders of Notes; provided provided, however, that such the Administrative Agent shall not be required to take any action which exposes such Agentthat, in its judgmentopinion, exposes the Administrative Agent to personal liability, cost liability or expense or which that is contrary to this AgreementAgreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by Mondelēz International or any other Borrower as required by the terms of this Agreement or at the request of Mondelēz International or such other Borrower, and any notice provided pursuant to Section 5.01(c)(iv), but otherwise no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Mondelēz International or its Subsidiaries or Affiliates that is communicated to or obtained by the Person serving as an Agent or any of its Affiliates in any capacity. Notwithstanding any provision to the contrary contained elsewhere herein, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have 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 otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise use of the Administrative Agent’s reasonable discretion, term “agent” herein with reference to any Agent is not intended to connote any fiduciary or provide to a similar effect, it shall not in its instructions other implied (or by refusing 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 provide instruction) to the Administrative Agent withhold its consent create or exercise its discretion in reflect only an unreasonable manneradministrative relationship between independent contracting parties.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party Documents, or any fiduciary relationship with any Secured Party Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyhereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative an Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or or, by refusing to provide instruction) to the Administrative such Agent withhold its consent or exercise its discretion in an unreasonable manner. If the Collateral Agent has been requested or directed by the Required Lenders to take any action pursuant to any provision of this Agreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any Facility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement or any Facility Document or Related Document unless and until directed by the Required Lenders (or the Administrative Agent on their behalf). Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such person in accordance with any notice given by the Required Lenders (or the Administrative Agent on their behalf) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such person, the Required Lenders or persons purporting to be the Required Lenders are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that such Required Lenders or persons purporting to be the Required Lenders are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within two (2) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such two-Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party Documents, or any fiduciary relationship with any Secured Party Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyhereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative an Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or or, by refusing to provide instruction) to the Administrative such Agent withhold its consent or exercise its discretion in an unreasonable manner. If the Collateral Agent has been requested or directed by the Administrative Agent or the Required Lenders to take any action pursuant to any provision of this Agreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any Facility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement or any Facility Document or Related Document unless and until directed by the Required Lenders (or the Administrative Agent on their behalf). Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such person in accordance with any notice given by the Required Lenders (or the Administrative Agent on their behalf) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such person, the Required Lenders or persons purporting to be the Required Lenders are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that such Required Lenders or persons purporting to be the Required Lenders are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent or the Required Lenders as to the course of action desired by it. If the Collateral Agent does not receive such instructions within two Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such two-Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Facility Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party Documents, or any fiduciary relationship with any Secured Party Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyhereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent)Lenders; provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative an Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or or, by refusing to provide instruction) to the Administrative such Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Each Lender hereby acknowledges that Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is by reason of this Agreement assumed a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of any Lender. In performing its functions and duties under this Agreement Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any other Facility Document and the transactions contemplated hereby obligation toward, or therebyrelationship of agency or trust with or for, Borrowers. As to any matters not expressly provided for by this Agreement or and the other Facility DocumentsLoan Documents (including without limitation enforcement and collection of the Notes), no Agent may, but shall not be required to to, exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders (orif so required hereunder, with respect to the Collateral Agentand such instructions shall be binding upon all Lenders; provided, the Administrative Agent); provided that such Agent shall not be required fully justified in failing or refusing to take any action which exposes such Agent, in its judgment, Agent to personal liability, cost or expense any liability or which is contrary to this Agreement, the other Facility Loan Documents or Applicable Lawapplicable law, or would be, in its judgment, contrary unless Agent is indemnified to its duties satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. If Agent seeks the consent or approval of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, under Agent shall send notice thereof to each Lender and shall notify each Lender at any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide time that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions Majority Lenders (or by refusing such greater or lesser number of Lenders) have instructed Agent to provide instruction) to the Administrative Agent withhold its consent act or exercise its discretion in an unreasonable mannerrefrain from acting pursuant hereto.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Facility Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or Documents, nor any fiduciary relationship with or duty to any Secured Party Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyhereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent)Controlling Lenders; provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative an Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or or, by refusing to provide instruction) to the Administrative such Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party Documents, or any fiduciary relationship with any Secured Party Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such the Administrative Agent shall be read into this Agreement or any other Facility Document to which such the Administrative Agent is a party (if any) as duties on its part to be performed or observed. No The Administrative Agent shall not have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyhereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent)Lenders; provided that such the Administrative Agent shall not be required to take any action which exposes such the Administrative Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or or, by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No The Agent shall have any no duties or responsibilities, responsibilities except those expressly set forth herein or in this Agreement. The duties of the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into mechanical and administrative in nature; the Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities obligations in respect of this Agreement or any the other Facility Document and the transactions contemplated hereby or therebyLoan Documents except as expressly set forth herein. As to any matters not expressly provided for by this Agreement Agreement, including enforcement or collection of the other Facility DocumentsLoans and Drafts, no the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingrefraining) upon the written instructions of the Required Lenders (orMajority Lenders, with respect to and such instructions shall be binding upon all the Collateral AgentLenders, the Administrative Agent); provided that such the Agent shall not be required to take any action which exposes such Agent, in its judgment, the Agent to personal liability, cost or expense liability or which is contrary to this Agreementthe Loan Documents or applicable law and provided, further, that without the consent of all Lenders, the other Facility Documents Agent shall not change or Applicable Lawmodify any Lender's Commitment, the definition of "Majority Lenders", the timing or would berates of interest payments, the timing or amounts of principal payments due in respect of Loans and Drafts, and provided, further, that the terms of Article 4 shall not be amended without the consent of Seafirst, and provided, further, that the terms of Sections 2.3 and 2.10(a), and this Article 10 shall not be amended without the prior written consent of the Agent (acting for its own account). In the absence of instructions from the Majority Lenders, the Agent shall have authority (but no obligation), in its judgmentsole discretion, contrary to its duties hereundertake or not to take any action, under unless this Agreement specifically requires the consent of the Lenders or the consent of the Majority Lenders and any other Facility Document such action or under Applicable Lawfailure to act shall be binding on all the Lenders. Each Lender agrees that and each holder of any Note shall execute and deliver such additional instruments, including powers of attorney in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise favor of the Administrative Agent’s reasonable discretion, as may be necessary or provide desirable to a similar effect, it shall not in its instructions (or by refusing enable the Agent to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerpowers hereunder.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Each Lender hereby acknowledges that Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is by reason of this Agreement assumed a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of any Lender. In performing its functions and duties under this Agreement Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any other Facility Document and the transactions contemplated hereby obligation toward, or therebyrelationship of agency or trust with or for, Co-Borrowers. As to any matters not expressly provided for by this Agreement or and the other Facility DocumentsLoan Documents (including without limitation enforcement and collection of the Notes), no Agent may, but shall not be required to to, exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders (orif so required hereunder, with respect to the Collateral Agentand such instructions shall be binding upon all Lenders; provided, the Administrative Agent); provided that such Agent shall not be required fully justified in failing or refusing to take any action which exposes such Agent to any liability (for which Agent, in the reasonable exercise of its judgmentdiscretion, to personal liability, cost or expense believes it is not adequately indemnified against) or which is contrary to this Agreement, the other Facility Loan Documents or Applicable Lawapplicable law, or would be, in its judgment, contrary unless Agent is indemnified to its duties satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. If Agent seeks the consent or approval of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, under Agent shall send notice thereof to each Lender and shall notify each Lender at any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide time that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions Majority Lenders (or by refusing such greater or lesser number of Lenders) have instructed Agent to provide instruction) to the Administrative Agent withhold its consent act or exercise its discretion in an unreasonable mannerrefrain from acting pursuant hereto.

Authorization and Action. (a) Each Lender (and, in the case and Issuing Bank hereby appoints Bank of the Collateral Agent, America to act on its behalf as the Administrative Agent) hereby irrevocably appoints Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent and the Collateral Agent to take such action as agent actions on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Administrative Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No The Administrative Agent shall not have any duties or responsibilities, obligations except those expressly set forth herein or and in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenantsLoan Documents. Without limiting the generality of the foregoing, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if anyi) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of any Notes), the other Facility Documents, no Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary, with respect to the Collateral Agent, or as the Administrative AgentAgent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 9.01 and 7.02), and such instructions shall be binding upon all Lenders and all holders of Notes; provided that such the Administrative Agent shall not be required to take any action which exposes such Agent, in its judgmentopinion or in the opinion of its counsel, may expose the Administrative Agent to personal liability, cost or expense liability or which is contrary to this AgreementAgreement or applicable law, (ii) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing and (iii) except as expressly set forth herein and in the other Loan Documents, the other Facility Documents Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any of the Borrowers or Applicable Law, any of their Affiliates that is communicated to or would be, in obtained by the Person serving as the Administrative Agent or any of its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that Affiliates in any instance in which capacity. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the Facility Documents provide that terms of this Agreement and, promptly, copies of each item furnished to the Administrative Agent’s consent may not be unreasonably withheld, provide Agent pursuant to Section 6.01(i). The provisions of this Article are solely for the exercise benefit of the Administrative Agent’s reasonable discretion, or provide to the Lenders and the Issuing Banks, and neither the Company nor any other Borrower shall have rights as a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerthird party beneficiary of any of such provisions.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral AgentLenders (for purposes of this Article, references to the Administrative AgentLenders shall also mean the LC Issuing Bank) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or any other Loan Document (including, without limitation, enforcement or collection of the other Facility DocumentsBorrowings), no the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes (or, with respect to the Collateral Agent, the Administrative Agentif any); provided provided, however, that such the Agent shall not be required to take any action which exposes such Agentwhich, in its judgmentopinion or the opinion of its counsel, may expose the Agent to personal liability, cost or expense liability or which is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement, . The Agent shall be deemed to have exercised reasonable care in the administration and enforcement of this Agreement and the other Facility Loan Documents or Applicable Law, or would be, if it undertakes such administration and enforcement in its judgment, contrary a manner substantially equal to its duties hereunder, under any other Facility Document or under Applicable Lawthat which Wachovia accords credit facilities similar to the credit facility hereunder for which it is the sole lender. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide The provisions of this Article are solely for the exercise benefit of the Administrative Agent’s reasonable discretionAgent and the Lenders except as otherwise expressly provided herein, or provide to and the Borrower shall have no rights as a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerthird party beneficiary of any of such provisions.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) Class Investor hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Transaction Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. The Class Conduits and/or the Majority Investors may direct the Administrative Agent to take any such incidental action hereunder, subject however, with respect to such actions which are incidental to the terms hereof. No actions specifically delegated to the Administrative Agent hereunder, the Administrative Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any actionsuch incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions direction of the Required Lenders (orMajority Investors; provided, with respect to the Collateral Agenthowever, the that Administrative Agent); provided that such Agent shall not be required to take any action which exposes hereunder if the taking of such Agentaction, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise reasonable determination of the Administrative Agent’s reasonable discretion, shall be in violation of any applicable law, rule or provide regulation or contrary to a similar effect, it any provision of this Agreement or shall not in its instructions (or by refusing to provide instruction) to expose the Administrative Agent withhold to liability hereunder or otherwise. In furtherance, and without limiting the generality, of the foregoing, each Class Investor hereby appoints the Administrative Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent may deem necessary or appropriate or that a Class Investor may reasonably request in order to perfect, protect or more fully evidence the interests transferred or to be transferred from time to time by the Transferor hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Administrative Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Receivables now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated herein above. Upon the occurrence and during the continuance of any Termination Event or Potential Termination Event, the Administrative Agent shall take no action hereunder (other than ministerial actions or such actions as are specifically provided for herein) without the prior consent of the Majority Investors (which consent shall not be unreasonably withheld or exercise its discretion in an unreasonable manner.delayed). “

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Transaction Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party Transaction Documents, or any fiduciary relationship with any Secured Party Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such the Administrative Agent shall be read into this Agreement or any other Facility Transaction Document to which such the Administrative Agent is a party (if any) as duties on its part to be performed or observed. No The Administrative Agent shall not have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyhereby. As to any matters not expressly provided for by this Agreement or the other Facility Transaction Documents, no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent)Lenders; provided that such the Administrative Agent shall not be required to take any action which exposes such the Administrative Agent, in its judgment, to personal liability, cost or expense liability or which is contrary to this Agreement, the other Facility Transaction Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Transaction Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Transaction Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or or, by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender and each L/C Issuer (and, in the case its capacity as such and on behalf of the Collateral Agent, the Administrative Agentitself and its Affiliates as potential Lender Counterparties (if applicable)) hereby irrevocably appoints and authorizes WFB to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents, as applicable, for the benefit of the Secured Parties, and hereby irrevocably appoints WFB to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents, as applicable, for the benefit of the Secured Parties, and each such Lender and each such L/C Issuer irrevocably authorizes each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, and the other Facility Credit Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement the Credit Documents (including, without limitation, enforcement or collection of the other Facility DocumentsLoans), no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Requisite Lenders (or, with respect to the Collateral Agentif required hereby, the Administrative Agentall Lenders), and such instructions shall be binding upon all Lenders, all L/C Issuers and all Lender Counterparties; provided provided, however, that such no Agent shall not be required to take any action which that exposes such Agent, in its judgment, Agent to personal liability, cost liability or expense or which that is contrary to this AgreementAgreement or applicable law. Without any further consent of the Lenders, the other Facility Documents L/C Issuers or Applicable Lawany Lender Counterparty, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not Agent and the Collateral Agent shall be unreasonably withheldauthorized to negotiate, provide for the exercise execute and deliver on behalf of the Administrative Agent’s reasonable discretion, Secured Parties any Intercreditor Agreement or provide to a similar effect, it shall not in its instructions any amendment (or by refusing to provide instructionamendment and restatement) to the Administrative Agent withhold its consent or exercise its discretion Collateral Documents that is, in an unreasonable mannereach case, consistent with the terms of this Agreement.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Facility Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or Documents, nor any fiduciary relationship with any Secured Party Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyhereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent)Controlling Lenders; provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative an Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or or, by refusing to provide instruction) to the Administrative such Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Administrative Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the other Facility DocumentsNotes), no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary, with respect to the Collateral Agent, or as the Administrative AgentAgent shall believe in good faith to be necessary, under the circumstances as provided herein), and such instructions shall be binding upon all Lenders and all holders of Notes; provided provided, however, that such the Administrative Agent shall not be required to take any action which exposes such Agentthat, in its judgmentopinion, exposes the Administrative Agent to personal liability, cost liability or expense or which that is contrary to this AgreementAgreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower as required by the terms of this Agreement or at the request of the Borrower, and any notice provided pursuant to Section 5.01(c)(iv), but otherwise no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or its Subsidiaries or Affiliates that is communicated to or obtained by the Person serving as an Agent or any of its Affiliates in any capacity. Notwithstanding any provision to the contrary contained elsewhere herein, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have 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 otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise use of the Administrative Agent’s reasonable discretion, term “agent” herein with reference to any Agent is not intended to connote any fiduciary or provide to a similar effect, it shall not in its instructions other implied (or by refusing 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 provide instruction) to the Administrative Agent withhold its consent create or exercise its discretion in reflect only an unreasonable manneradministrative relationship between independent contracting parties.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No The Administrative Agent shall distribute a copy of all material modifications, amendments, extensions, consolidations, restatements, alterations, changes or revisions to any one or more of the Facility Documents (including, without limitation, waiver or consents entered into, executed or delivered by the Administrative Agent), to each of the Lenders. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party Documents, or any fiduciary relationship with any Secured Party Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such the Administrative Agent shall be read into this Agreement or any other Facility Document to which such the Administrative Agent is a party (if any) as duties on its part to be performed or observed. No The Administrative Agent shall not have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyhereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent)Lenders; provided that such the Administrative Agent shall not be required to take any action which exposes such the Administrative Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or or, by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. Notwithstanding any other provision of this Agreement to the contrary, the Administrative Agent will request direction of the Required Lenders and take the direction of the Required Lenders prior to any action or inaction in all matters concerning the Facility Documents.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) The Buyer and each other Owner hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action act as its agent on its behalf and to exercise such powers under this Agreement and, and the other Transaction Documents with such powers and discretion as are specifically delegated to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof of this Agreement and thereofthe other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 9.5 and the first sentence of Section 9.6 hereof shall include its affiliates and its own and its affiliates' officers, subject to the terms hereof. No Agent directors, employees, and agents): (a) shall not have any duties or responsibilities, responsibilities except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement and shall not be a trustee or fiduciary for the Buyer or any other Facility Document Owner; (b) shall not be responsible to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement the Buyer or any other Facility Owner for any recital, statement, representation or warranty (whether written or oral) made in or in connection with any Transaction Document and the transactions contemplated hereby or thereby. As any certificate or other document referred to any matters not expressly or provided for in, or received by this Agreement any of them under, any Transaction Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Transaction Document, or any other document referred to or provided for therein or for any failure by any of the Transferor, CAC, CompuCredit or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any of the Transferor, CAC or the other Facility Documents, no Agent shall be required to exercise Servicer or the satisfaction of any discretion or take any action, but shall be required to act condition or to refrain from acting inspect the property (including the books and shall be fully protected in so acting or refraining from actingrecords) upon the written instructions of any of the Required Lenders Transferor, CAC or the Servicer or any of their Subsidiaries or Affiliates; (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent d) shall not be required to take initiate or conduct any litigation or collection proceedings under any Transaction Document; and (e) shall not be responsible for any action which exposes such Agenttaken or omitted to be taken by it under or in connection with any Transaction Document, in except for its judgment, to personal liability, cost own gross negligence or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Lawwillful misconduct. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent The Agent may employ agents and attorneys-in-fact and shall not be unreasonably withheld, provide responsible for the exercise negligence or misconduct of the Administrative Agent’s any such agents or attorneys-in-fact selected by it with reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannercare.

Authorization and Action. (a) Each Lender Party (and, in the case of the Collateral Agentits capacities as a Lender, the Administrative AgentSwing Line Bank (if applicable) and as an Issuing Bank (if applicable)) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the other Facility DocumentsNotes), no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (oror such greater number of Lenders as may be required pursuant to this Agreement, with respect to the Collateral Agentand such instructions shall be binding upon all Lender Parties and all holders of Notes; provided, however, that the Administrative Agent); provided that such Agent shall not be required to take any action which that exposes such Agent, in its judgment, the Administrative Agent to personal liability, cost liability or expense or which that is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in any Loan Document, the other Facility Documents no Person identified as a syndication agent, documentation agent, senior manager, joint lead arranger or Applicable Law, or would bejoint book running manager, in its judgmentsuch Person’s capacity as such, contrary shall have any obligations or duties to its duties hereunderany Loan Party, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold or any Lender Party under any of such Loan Documents. In its consent or exercise its discretion in an unreasonable mannercapacity as the Lender Parties’ contractual representative, the Administrative Agent is a “representative” of the Lender Parties as used within the meaning of “Secured Party” under Section 9-102 of the Uniform Commercial Code.

Authorization and Action. (a) Each Lender (and, in Investor hereby appoints and authorizes each of its Managing Agent and the case of the Collateral Agent, the Administrative Agent) respectively, and each Managing Agent hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent Agent, to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Transaction Documents and each other document furnished pursuant hereto as are delegated to such Managing Agent or the Agent, respectively, by the terms hereof and or thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or (including, without limitation, enforcement of the Transaction Documents and such other Facility Documentsdocuments), no neither the Agent nor any Managing Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions or requests of the Required Lenders (orManaging Agents, with respect to in the Collateral case of the Agent, or such Managing Agent's Investor, in the Administrative case of such Managing Agent), and such instructions and requests shall be binding upon all parties hereto and all Assignees; provided provided, however, that such neither the Agent nor any Managing Agent shall not be required to take any action which exposes the Agent or such Agent, in its judgment, Managing Agent to personal liability, cost or expense liability or which is contrary to this AgreementAgreement or any other Transaction Document, or any other document furnished pursuant hereto or applicable law. Each of the Agent and each Managing Agent agrees to give to each other and to each Investor prompt notice of each notice given to it pursuant to the terms of this Agreement or any other Transaction Document or any other document furnished pursuant hereto, and in the case of each notice by the Seller to the Agent of each requested Purchase pursuant to Section 2.02(a), the Agent agrees to use its reasonable best efforts to give notice of such Purchase to each Managing Agent on the same day as such notice by the Seller. The Agent hereby agrees to deliver promptly to each Managing Agent each report, document, notice or other Facility written communication required to be delivered by or on behalf of the Seller or the Collection Agent or any Originator to the Agent on behalf of the Investors and the Managing Agents by the terms and conditions of this Agreement and the other Transaction Documents or Applicable Law(it being understood that the Agent shall have no obligation to deliver, or would because to be delivered, in its judgmentto any Managing Agent any such report, contrary document, notice or other written communication if the Seller or the Collection Agent or any Originator required to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretiondeliver, or provide have delivered on its behalf, such report, document, notice or other written communication fails to a similar effect, it shall not in its instructions (make or by refusing to provide instruction) cause such delivery to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerAgent).

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Administrative Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the other Facility DocumentsNotes), no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary, with respect to the Collateral Agent, or as the Administrative AgentAgent shall believe in good faith to be necessary, under the circumstances as provided herein), and such instructions shall be binding upon all Lenders and all holders of Notes; provided provided, however, that such the Administrative Agent shall not be required to take any action which that exposes such Agent, in its judgment, the Administrative Agent to personal liability, cost liability or expense or which that is contrary to this AgreementAgreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by Mondelēz International or any other Borrower as required by the terms of this Agreement or at the request of Mondelēz International or such other Borrower, and any notice provided pursuant to Section 5.01(c)(iv), but otherwise no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Mondelēz International or its Subsidiaries or affiliates that is communicated to or obtained by the Person serving as an Agent or any of its affiliates in any capacity. Notwithstanding any provision to the contrary contained elsewhere herein, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have 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 otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise use of the Administrative Agent’s reasonable discretion, term “agent” herein with reference to any Agent is not intended to connote any fiduciary or provide to a similar effect, it shall not in its instructions other implied (or by refusing 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 provide instruction) to the Administrative Agent withhold its consent create or exercise its discretion in reflect only an unreasonable manneradministrative relationship between independent contracting parties.

Authorization and Action. (a) Each Lender (and, in the case and Issuing Bank hereby appoints Bank of the Collateral Agent, America to act on its behalf as the Administrative Agent) hereby irrevocably appoints Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent and the Collateral Agent to take such action as agent actions on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Administrative Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No The Administrative Agent shall not have any duties or responsibilities, obligations except those expressly set forth herein or and in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenantsLoan Documents. Without limiting the generality of the foregoing, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if anyi) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of any Notes), the other Facility Documents, no Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary, with respect to the Collateral Agent, or as the Administrative AgentAgent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 9.01 and 7.02), and such instructions shall be binding upon all Lenders and all holders of Notes; provided that such the Administrative Agent shall not be required to take any action which exposes such Agent, in its judgmentopinion or in the opinion of its counsel, may expose the Administrative Agent to personal liability, cost or expense liability or which is contrary to this AgreementAgreement or applicable law, (ii) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing and (iii) except as expressly set forth herein and in the other Loan Documents, the other Facility Documents Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any of the FIFTH AMENDED AND RESTATED CREDIT AGREEMENT 111 Borrowers or Applicable Law, any of their Affiliates that is communicated to or would be, in obtained by the Person serving as the Administrative Agent or any of its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that Affiliates in any instance in which capacity. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the Facility Documents provide that terms of this Agreement and, promptly, copies of each item furnished to the Administrative Agent’s consent may not be unreasonably withheld, provide Agent pursuant to Section 6.01(i). The provisions of this Article are solely for the exercise benefit of the Administrative Agent’s reasonable discretion, or provide to the Lenders and the Issuing Banks, and neither the Company nor any other Borrower shall have rights as a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerthird party beneficiary of any of such provisions.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent, the Collateral Agent and the Collateral Agent Administrator to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents Documents, as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party Documents, or any fiduciary relationship with any Secured Party Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such the Administrative Agent shall be read into this Agreement or any other Facility Document to which such the Administrative Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent)Majority Lenders; provided that such the Administrative Agent shall not be required to take any action which exposes such the Administrative Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or or, by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) Bank hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent Issuing Bank to take such action as agent in such capacity on its such Bank's behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such the Agent or the Issuing Bank by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes or of amounts owing under the other Facility Loan Documents), no neither the Agent nor the Issuing Bank shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (orMajority Banks, with respect to and such instructions shall be binding upon all Banks and any other holders of Notes; provided, however, that neither the Collateral Agent, Agent nor the Administrative Agent); provided that such Agent Issuing Bank shall not be required to take any action which exposes such Agent, in its judgment, it to personal liability, cost or expense liability or which is contrary to this Agreement, the Loan Documents or applicable law. Each of the Agent and the Issuing Bank is hereby expressly authorized on behalf of the other Facility Documents members of the Bank Group, without hereby limiting any implied authority, (a) to receive on behalf of each of the other members of the Bank Group any payment of principal of or Applicable Law, or would be, in its judgment, contrary to its duties interest on the Loans outstanding hereunder, under any Letters of Credit and all other amounts accrued hereunder paid to such Persons, and promptly to distribute to each other member of the Bank Group its proper share of all payments so received; (b) to give notice within a reasonable time on behalf of each other member of the Bank Group to the Borrower of any Default or Event of Default specified in this Agreement of which the Agent has actual knowledge as provided in Section 8.09; (c) to distribute to the other members of the Bank Group copies of all notices, agreements and other material as provided for in this Agreement as received by such Person; and (d) to distribute to the Borrower any and all requests, demands and approvals received by such Person from any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise member of the Administrative Agent’s reasonable discretionBank Group. Nothing herein contained shall be construed to constitute the Agent or the Issuing Bank as a trustee for any holder of the Notes or of a participation therein, nor to impose on the Agent any duties or provide to a similar effect, it shall not obligations other than those expressly provided for in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerLoan Documents.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any no duties or responsibilities, responsibilities except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, this Agreement. The duties or obligations or liabilities on the part of such Agent shall be read into mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon Agent any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities obligations in respect of this Agreement or any the other Facility Document and the transactions contemplated hereby or therebyLoan Documents except as expressly set forth herein. As to any matters not expressly provided for by this Agreement Agreement, including enforcement or collection of the other Facility DocumentsLoan, no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingrefraining) upon the written instructions of the Required Lenders (orMajority Lenders, with respect to the Collateral Agentand such instructions shall be binding upon all Lenders, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, Agent to personal liability, cost or expense liability or which is contrary to this Agreementthe Loan Documents or applicable law and provided, further, that without the consent of all Lenders, Agent shall not change or modify the Commitment, any Lender's Pro Rata Share, Funded Pro Rata Share, Adjusted Pro Rata Share, or Funded Adjusted Pro Rata Share of the Commitment, the other Facility Documents definition of "Majority Lenders," the timing or Applicable Lawrates of interest payments, the timing or would beamount of facility fees, the timing or amounts of principal payments due in respect of the Loan, and provided, further, that the terms of Section 2.3 and this Article 10 shall not be amended without the prior written consent of Agent (acting for its own account). In the absence of instructions from the Majority Lenders, Agent shall have authority (but no obligation), in its judgmentsole discretion, contrary to its duties hereundertake or not to take any action, under unless this Agreement specifically requires the consent of Lenders or the consent of the Majority Lenders and any other Facility Document such action or under Applicable Lawfailure to act shall be binding on all Lenders and holders of the Notes. Each Lender agrees that shall execute and deliver such additional instruments, including powers of attorney in any instance in which the Facility Documents provide that the Administrative favor of Agent’s consent , as may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, necessary or provide desirable to a similar effect, it shall not in its instructions (or by refusing enable Agent to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerpowers hereunder.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Each Lender hereby acknowledges that Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is by reason of this Agreement assumed a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of any Lender. In performing its functions and duties under this Agreement Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any other Facility Document and the transactions contemplated hereby obligation toward, or therebyrelationship of agency or trust with or for, any Borrower. As to any matters not expressly provided for by this Agreement or and the other Facility DocumentsLoan Documents (including without limitation enforcement and collection of the Revolving Notes), no Agent may, but shall not be required to to, exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders (orif so required hereunder, with respect to the Collateral Agentand such instructions shall be binding upon all Lenders; provided, the Administrative Agent); provided that such Agent shall not be required fully justified in failing or refusing to take any action which exposes such Agent, in its judgment, Agent to personal liability, cost or expense any liability or which is contrary to this Agreement, the other Facility Loan Documents or Applicable Lawapplicable law, or would be, in its judgment, contrary unless Agent is indemnified to its duties satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. If Agent seeks the consent or approval of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, under Agent shall send notice thereof to each Lender and shall notify each Lender at any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide time that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions Majority Lenders (or by refusing such greater or lesser number of Lenders) have instructed Agent to provide instruction) to the Administrative Agent withhold its consent act or exercise its discretion in an unreasonable mannerrefrain from acting pursuant hereto.

Authorization and Action. Each Purchaser hereby designates and appoints (ai) Each Lender BNS to act as Agent hereunder and under each other Transaction Document, and (andii) the Managing Agent in its Purchase Group to act as its Managing Agent hereunder and under each other Transaction Document, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and such Purchaser’s Managing Agent, as the Collateral Agent case may be, to take such action actions as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the Agent or such Managing Agent by the terms hereof of this Agreement and thereof, the other Transaction Documents together with such powers as are reasonably incidental thereto, subject to . Neither the terms hereof. No Agent nor the Managing Agents shall have any duties or responsibilities, except those expressly set forth herein or in the any other Facility Documents to which it is a party Transaction Document, or any fiduciary relationship with any Secured Party Purchaser, and no implied covenants, functions, responsibilities, duties or duties, obligations or liabilities on the part of such the Agent or the Managing Agents shall be read into this Agreement or any other Facility Transaction Document to which such or otherwise exist for the Agent is a party or the Managing Agents. In performing their functions and duties hereunder and under the other Transaction Documents, (if anyi) as duties on its part to be performed or observed. No the Agent shall have or be construed to have act solely as agent for the Purchasers, (ii) each Managing Agent shall act solely as managing agent for the Conduit and Financial Institutions in its Purchase Group, and (iii) neither the Agent nor any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Managing Agent shall be required deemed to exercise have assumed any discretion obligation or take relationship of trust or agency with or for any actionSeller Party or any of such Seller Party’s successors or assigns, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon except as expressly provided herein. Neither the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent nor any Managing Agent shall not be required to take any action which that exposes the Agent or such Agent, in its judgment, Managing Agent to personal liability, cost liability or expense or which that is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Transaction Document or under Applicable Lawapplicable law. The appointment and authority of the Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Lender agrees that in any instance in which Purchaser hereby authorizes the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise Agent to execute each of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it Uniform Commercial Code financing statements on behalf of such Purchaser (the terms of which shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerbe binding on such Purchaser).

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party Documents, or any fiduciary relationship with any Secured Party Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyhereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative an Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or or, by refusing to provide instruction) to the Administrative such Agent withhold its consent or exercise its discretion in an unreasonable manner. If the Collateral Agent has been requested or directed by the Administrative Agent or the Required Lenders to take any action pursuant to any provision of this Agreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any Facility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement or any Facility Document or Related Document unless and until directed by the Required Lenders (or the Administrative Agent on their behalf). Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such person in accordance with any notice given by the Required Lenders (or the Administrative Agent on their behalf) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such person, the Required Lenders or persons purporting to be the Required Lenders are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that such Required Lenders or persons purporting to be the Required Lenders are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent or the Required Lenders as to the course of action desired by it. If the Collateral Agent does not receive such instructions within two Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such two-Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions. If the Administrative Agent fails to hold at least 20% of the Commitments, the Required Lenders may remove the Administrative Agent and appoint a successor Administrative Agent in accordance with Section 12.05.

Authorization and Action. Each Purchaser hereby designates and appoints (ai) Each Lender BTMU to act as its agent hereunder and under each other Transaction Document, and (andii) the Managing Agent in its Purchaser Group to act as its Managing Agent hereunder and under each other Transaction Document, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and such Purchaser’s Managing Agent, as the Collateral Agent case may be, to take such action actions as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the Agent or such Managing Agent by the terms hereof of this Agreement and thereof, the other Transaction Documents together with such powers as are reasonably incidental thereto, subject to . Neither the terms hereof. No Agent shall nor the Managing Agents have any duties or responsibilities, except those expressly set forth herein or in the any other Facility Documents to which it is a party Transaction Document, or any fiduciary relationship with any Secured Party Purchaser, and no implied covenants, functions, responsibilities, duties or duties, obligations or liabilities on the part of such the Agent or the Managing Agents shall be read into this Agreement or any other Facility Transaction Document to which such or otherwise exist for the Agent is a party or the Managing Agents. In performing their respective functions and duties hereunder and under the other Transaction Documents, (if anyi) as duties on its part to be performed or observed. No the Agent shall have or be construed to have act solely as agent for the Purchasers (ii) each Managing Agent shall act solely as managing agent for the Conduit and Financial Institutions in its Purchaser Group and (iii) neither the Agent nor any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Managing Agent shall be required deemed to exercise have assumed any discretion obligation or take relationship of trust or agency with or for any actionSeller Party or any of such Seller Party’s successors or assigns, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon except as expressly provided herein. Neither the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent nor any Managing Agent shall not be required to take any action which that exposes the Agent or such Agent, in its judgment, Managing Agent to personal liability, cost liability or expense or which that is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Transaction Document or under Applicable Lawapplicable law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise The appointment and authority of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it Agent and the Managing Agents hereunder shall not terminate upon the indefeasible payment in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerfull of all Aggregate Unpaids.

Authorization and Action. (a) Each Lender Party (and, in the case its capacity as a Lender and on behalf of the Collateral Agent, the Administrative Agentitself and its Affiliates as potential Hedge Banks) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the other Facility DocumentsNotes), no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (orLenders, with respect to the Collateral Agentand such instructions shall be binding upon all Lender Parties and all holders of Notes; provided, however, that the Administrative Agent); provided that such Agent shall not be required to take any action which that exposes such Agent, in its judgment, the Administrative Agent to personal liability, cost liability or expense or which that is contrary to this Agreement or applicable law, including without limitation, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in any Loan Document, the other Facility Documents no Person identified as a co-syndication agent, documentation agent, senior manager, co-lead arranger or Applicable Law, or would bebook-running manager, in its judgmentsuch Person’s capacity as such, contrary shall have any obligations or duties to its duties hereunderany Loan Party, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold or any other Lender Party under any of such Loan Documents. In its consent or exercise its discretion in an unreasonable mannercapacity as the Lender Parties’ contractual representative, the Administrative Agent is a “representative” of the Lender Parties as used within the meaning of “Secured Party” under Section 9-102 of the Uniform Commercial Code.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agentits capacities as a Lender and Issuing Bank (as applicable)) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the other Facility DocumentsNotes), no the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders (orand all holders of Notes; PROVIDED, with respect to HOWEVER, that the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which that exposes such Agent, in its judgment, the Agent to personal liability, cost liability or expense or which that is contrary to this Agreement or applicable law. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement, provided that the Agent shall have no liability for the failure or delay in giving such notices. The Agent may execute any of its duties under this Agreement and the other Facility Loan Documents by or Applicable Law, through agents or would be, in its judgment, contrary attorneys-in-fact and shall be entitled to its duties hereunder, under any other Facility Document or under Applicable Lawadvice of counsel concerning all matters pertaining to such duties. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may The Agent shall not be unreasonably withheld, provide responsible for the exercise negligence or misconduct of any agent or attorneys-in-fact selected by the Administrative Agent’s reasonable discretion, Agent in the absence of gross negligence or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerwillful misconduct.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender Party (and, in the case its capacities as a Lender and as an Issuing Bank (if applicable) and on behalf of the Collateral Agent, the Administrative Agentitself and its Affiliates as potential Hedge Banks) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the other Facility DocumentsNotes), no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (oror such greater number of Lenders as may be required pursuant to this Agreement, with respect to the Collateral Agentand such instructions shall be binding upon all Lender Parties and all holders of Notes; provided, however, that the Administrative Agent); provided that such Agent shall not be required to take any action which that exposes such Agent, in its judgment, the Administrative Agent to personal liability, cost liability or expense or which that is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in any Loan Document, the other Facility Documents no Person identified as a syndication agent, documentation agent, senior manager, joint lead arranger or Applicable Law, or would bejoint book running manager, in its judgmentsuch Person’s capacity as such, contrary shall have any obligations or duties to its duties hereunderany Loan Party, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold or any Lender Party under any of such Loan Documents. In its consent or exercise its discretion in an unreasonable mannercapacity as the Lender Parties’ contractual representative, the Administrative Agent is a “representative” of the Lender Parties as used within the meaning of “Secured Party” under Section 9‑102 of the Uniform Commercial Code.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints GLAS to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents, as applicable, for the benefit of the Secured Parties, and hereby irrevocably appoints GLAS to act on its behalf as the Collateral Trustee under the other Credit Documents, as applicable, for the benefit of the Secured Parties, and each such Lender irrevocably authorizes the Administrative Agent and the Collateral Agent Trustee to take such action as agent on its behalf behalf, including execution of the other Credit Documents, and to exercise such powers and discretion under this Agreement andand the other Credit Documents, to the extent as applicable, the other Facility Documents as are delegated to such the Administrative Agent and the Collateral Trustee by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement the Credit Documents (including, without limitation, enforcement or collection of the other Facility DocumentsNotes or Loans), no the Administrative Agent and the Collateral Trustee shall not be required to exercise any discretion or take any actionaction and no implied covenants or obligations shall be read into this Agreement or any other Credit Document, as applicable, against the Administrative Agent or the Collateral Trustee, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Requisite Lenders (or, with respect to if required hereby, all Lenders), and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that in no event shall the Administrative Agent or the Collateral AgentTrustee be required, and no provision in this Agreement or any other Credit Document shall be deemed to require the Administrative Agent); provided that such Agent shall not be required or the Collateral Trustee, to take any action which that exposes such Agent, in its judgment, it to personal liability, cost liability or expense or which that is contrary to this Agreement, Agreement or any other Credit Document or applicable law and no provision in this Agreement or any other Credit Document shall require the other Facility Documents Administrative Agent or Applicable Law, the Collateral Trustee to expend or would be, risk its own funds or otherwise incur financial liability in its judgment, contrary to the performance of its duties hereunder, hereunder or under any other Facility Credit Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Without any further consent of the Lenders, the Administrative Agent’s reasonable discretionAgent and the Collateral Trustee shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any Intercreditor Agreement or provide to a similar effect, it shall not in its instructions any amendment (or by refusing to provide instructionamendment and restatement) to the Administrative Agent withhold its consent or exercise its discretion Collateral Documents that are, in an unreasonable mannereach case, consistent with the terms of this Agreement.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any no duties or responsibilities, responsibilities except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, this Agreement. The duties or obligations or liabilities on the part of such Agent shall be read into mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon Agent any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities obligations in respect of this Agreement or any the other Facility Document and the transactions contemplated hereby or therebyLoan Documents except as expressly set forth herein. As to any matters not expressly provided for by this Agreement Agreement, including enforcement or collection of the other Facility DocumentsLoan, no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingrefraining) upon the written instructions of the Required Lenders (orMajority Lenders, with respect to the Collateral Agentand such instructions shall be binding upon all Lenders, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, Agent to personal liability, cost or expense liability or which is contrary to the Loan Documents or applicable law and provided, further, that without the consent of all Lenders, Agent shall not: (i) change or modify the Commitment, any Lender’s Pro Rata Share, or Funded Pro Rata Share of the Commitment, the definition of “Available Amount” (or any component used in calculating Available Amount including any defined term contained in the definition of Available Amount with respect to the use of such defined term therein), the definition of “Majority Lenders,” the terms of this Section 10.1, the timing or rates of interest payments, the timing or amount of facility fees, the timing or amounts of principal payments due in respect of the Loan, any forgiveness of all or any portion of Revolving Loans or extension of the maturity date thereof, any provision in this Agreement requiring approval by a certain percentage of Lenders; or (ii) discharge any Guarantor (except in connection with the sale or other disposition of such Guarantor expressly permitted by this Agreement); or (iii) waive any Event of Default under Section 9.1(m) hereof; and provided, further, that the other Facility Documents or Applicable Lawterms of Section 2.3 and this Article 10 shall not be amended without the prior written consent of Agent (acting for its own account). In the absence of instructions from the Majority Lenders, or would beAgent shall have authority (but no obligation), in its judgmentsole discretion, contrary to its duties hereundertake or not to take any action, under unless this Agreement specifically requires the consent of Lenders or the consent of the Majority Lenders and any other Facility Document such action or under Applicable Lawfailure to act shall be binding on all Lenders and holders of the Notes. Each Lender agrees that shall execute and deliver such additional instruments, including powers of attorney in any instance in which the Facility Documents provide that the Administrative favor of Agent’s consent , as may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, necessary or provide desirable to a similar effect, it shall not in its instructions (or by refusing enable Agent to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerpowers hereunder.

Authorization and Action. (a) Each Lender Party (and, in the case its capacity as a Lender and on behalf of the Collateral Agent, the Administrative Agentitself and its Affiliates as potential Hedge Banks) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the other Facility DocumentsNotes), no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (orLenders, with respect to the Collateral Agentand such instructions shall be binding upon all Lender Parties and all holders of Notes; provided, however, that the Administrative Agent); provided that such Agent shall not be required to take any action which that exposes such Agent, in its judgment, the Administrative Agent to personal liability, cost liability or expense or which that is contrary to this Agreement or applicable law, including without limitation, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in any Loan Document, the other Facility Documents no Person identified as a joint-syndication agent, documentation agent, senior manager, joint-lead arranger or Applicable Law, or would bebook-running manager, in its judgmentsuch Person’s capacity as such, contrary shall have any obligations or duties to its duties hereunderany Loan Party, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold or any other Lender Party under any of such Loan Documents. In its consent or exercise its discretion in an unreasonable manner.capacity as the Lender Parties’ contractual representative, the Administrative Agent is a “representative” of the Lender Parties as used within the meaning of “Secured Party” under Section 9-102 of the Uniform Commercial Code. 108

Authorization and Action. (a) Each Lender Party (andin its capacities as a Lender, in the case a Swing Line Bank (if applicable), and as an Issuing Bank (if applicable) and on behalf of the Collateral Agent, the Administrative Agentitself and its Affiliates as potential Hedge Banks) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the other Facility DocumentsNotes, no the Advances and the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (orLenders, with respect to the Collateral Agentand such instructions shall be binding upon all Lender Parties; provided, however, that the Administrative Agent); provided that such Agent shall not be required to take any action which that exposes such Agent, in its judgment, it to personal liability, cost liability or expense or which that is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in any Loan Document, the other Facility Documents no Person identified as a syndication agent, documentation agent, senior managing agent, joint lead arranger or Applicable Law, or would bejoint book running manager, in its judgmentsuch Person’s capacity as such, contrary shall have any obligations or duties to its duties hereunderany Loan Party, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerany other Secured Party under any of such Loan Documents. Each initial Lender hereby authorizes the Administrative Agent to execute and deliver the Post-Closing Letter Agreement on behalf of such Lender.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Facility Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party Documents, or any fiduciary relationship with any Secured Party Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyhereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent)Lenders; provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative an Agent’s 's consent may not be unreasonably withheld, provide for the exercise of the Administrative such Agent’s 's reasonable discretion, or provide to a similar effect, it shall not in its instructions (or or, by refusing to provide instruction) to the Administrative such Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in of CRC and the case of the Collateral Agent, the Administrative Agent) CRC Related Parties hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Citicorp North America, Inc. as its Managing Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Program Documents as are delegated to such the Managing Agent for CRC and the CRC Related Parties by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject . Each of PRFC and the PRFC Related Parties hereby irrevocably appoints and authorizes Bank One as its Managing Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Program Documents as are delegated to the Managing Agent for PRFC and the PRFC Related Parties by the terms hereofhereof and thereof, together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party Program Documents, or any fiduciary relationship with any Secured Party Lender or Secondary Lender, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such any Managing Agent shall be read into this Agreement or any other Facility Program Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have otherwise exist for any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyManaging Agent. As to any matters not expressly provided for by this Agreement or the other Facility Program Documents, no Managing Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required related Lenders (oror Secondary Lenders; provided, with respect to the Collateral Agenthowever, the Administrative Agent); provided that such no Managing Agent shall not be required to take any action which exposes such Agent, in its judgment, Managing Agent to personal liability, cost or expense liability or which is contrary to this Agreement, the other Facility Program Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender and each Secondary Lender agrees that in any instance in which the Facility Program Documents provide that the Administrative related Managing Agent’s 's consent may not be unreasonably withheld, provide for the exercise of the Administrative related Managing Agent’s 's reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative its related Managing Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No The Agent shall have any no duties or responsibilities, responsibilities except those expressly set forth herein or in this Agreement. The duties of the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into mechanical and administrative in nature; the Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities obligations in respect of this Agreement or any the other Facility Document and the transactions contemplated hereby or therebyLoan Documents except as expressly set forth herein. As to any matters not expressly provided for by this Agreement Agreement, including enforcement or collection of the other Facility DocumentsLoans, no the Agent shall not be required to exercise any discretion or take any actionaction except upon the instructions of Majority Lenders, but and such instructions shall be required to act or to refrain from acting (binding upon all Lenders and shall be fully protected in so acting or refraining from acting) upon the written instructions any holders of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent)any Note; provided that such the Agent shall not be required to take any action which exposes such Agent, in its judgment, the Agent to personal liability, cost or expense liability or which is contrary to this Agreementthe Loan Documents or applicable law. In the absence of instructions from the Majority Lenders, the other Facility Documents or Applicable Law, or would beAgent shall have authority (but no obligation), in its judgmentsole discretion, contrary to its duties hereundertake or not to take any action, under unless this Agreement specifically requires the consent of all Lenders or the consent of Majority Lenders and any other Facility Document such action or under Applicable Lawfailure to act shall be binding on all Lenders and on all holders of the Notes. Each Lender agrees that and each holder of any Note shall execute and deliver such additional instruments, including powers of attorney in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise favor of the Administrative Agent’s reasonable discretion, as may be necessary or provide desirable to a similar effect, it shall not in its instructions (or by refusing enable the Agent to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerpowers hereunder.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may -140- USActive 59109857.15 not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) Bank hereby irrevocably appoints ABN as Agent and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and perform such duties under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such the Agent by the terms hereof and or thereof, together with such powers as are reasonably incidental thereto, subject . The duties and obligations of the Agent are strictly limited to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party provided for herein, and no implied covenants, functions, responsibilities, duties or duties, obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and otherwise exist against the transactions contemplated hereby or therebyAgent. As to any matters not expressly provided for by this Agreement the Loan Documents (including enforcement of the Loan Documents or collection of any amounts due thereunder), the other Facility Documents, no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (orMajority Banks, with respect to and such instructions shall be binding upon all Banks; provided, however, that except for action expressly required of the Collateral AgentAgent hereunder, the Administrative Agent); provided Agent shall in all cases be fully justified in failing or refusing to act under any Loan Document unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by reason of taking or continuing to take any such action, and that such the Agent shall not in any event be required to take any action which exposes such Agent, in its judgment, the Agent to personal liability, cost or expense liability or which is contrary to this Agreement, the other Facility Documents any Loan Document or Applicable Lawapplicable law. Nothing in any Loan Document shall, or would beshall be construed to, in constitute the Agent a trustee or fiduciary for any Bank or the Issuing Bank. In performing its judgment, contrary to its functions and duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that Agent shall act solely as the Administrative Agent’s consent may agent of the Banks and does not assume and shall not be unreasonably withheld, provide deemed to have assumed any obligation towards or relationship of agency or trust with or for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerBorrower.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the other Facility DocumentsNotes), no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders (orand all holders of Notes; provided, with respect to the Collateral Agent, however that the Administrative Agent); provided that such Agent shall not be required to take any action which that exposes such Agent, in its judgment, the Administrative Agent to personal liability, cost liability or expense or which that is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in any Loan Document, no Person identified as a syndication agent, documentation agent, senior manager, lead arranger or book running manager, in such Person’s capacity as such, shall have any obligations or duties to any Loan Party, the Administrative Agent or any other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, Lender under any of such Loan Documents. The obligations of Administrative Agent hereunder are primarily administrative in nature, and nothing contained in this Agreement or any of the other Facility Document Loan Documents shall be construed to constitute the Administrative Agent as a trustee for any Lender or under Applicable Lawto create an agency or fiduciary relationship. Each Lender agrees that in any instance in which Administrative Agent shall act as the Facility Documents provide contractual representative of the Lenders hereunder and notwithstanding the use of the term ‘Administrative Agent’, it is understood and agreed that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it Agent shall not have any fiduciary duties or responsibilities to any Lender by reason of this Agreement or any other Loan Document and is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in its instructions (or by refusing to provide instruction) to this Agreement and the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerother Loan Documents.

Authorization and Action. (a) Each Lender (and, in and the case of the Collateral Agent, the Administrative Agent) Board hereby irrevocably appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as administrative agent and collateral agent, respectively, on its behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated by such Lender to such it as Agent or Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to and each of the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated Collateral Agent hereby or therebyaccepts such authorization and appointment. As to any matters not expressly provided for by this Agreement or and the other Facility DocumentsLoan Documents or provided for with specific reference to this Section 9.1 (including, no without limitation, enforcement or collection of any Note), neither the Agent nor the Collateral Agent shall be required to exercise any discretion or take any action, but each of the Agent and the Collateral Agent shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingaction) upon the written instructions of the Required Lenders (Board or, with respect to if the Board Guaranty is no longer in full force and effect, the Requisite Lenders, and such instructions shall be binding upon all Lenders and the Board; provided, however, that neither the Agent nor the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, either the Agent or the Collateral Agent to personal liability, cost or expense liability or which is contrary to this Agreement, the Board Guaranty, any other Facility Documents Loan Document or Applicable Lawapplicable law. As to any provisions of this Agreement or any other Loan Document under which action may be taken or approval given by less than all of the Lenders or the Board or both, or would as the case may be, in its judgmentthe action taken or approval given by the required Lenders or the Board or both, contrary as the case may be, shall be binding upon all Lenders and the Board to its duties hereunder, under any other Facility Document or under Applicable Lawthe same extent and with the same effect as if each Lender and the Board had joined therein. Each Lender agrees that of the Agent and the Collateral Agent shall be entitled to rely upon any note, notice, consent, certificate, affidavit, letter, telegram, teletype message, facsimile transmission, statement, order or other document, instrument or writing believed by it to be genuine and correct and to have been signed or sent by the proper person or persons and, in respect of legal matters, upon the opinion of counsel selected by the Agent or the Collateral Agent. Each of the Agent and the Collateral Agent may deem and treat the payee of the Notes as the owner thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent and the Collateral Agent. Any request, authority or consent of any instance in which Person who at the Facility Documents provide time of making such request or giving such authority or consent is the holder of the Loan shall be conclusive and binding on any subsequent holder, transferee or assignee of the Loan. Upon any delivery of any instructions to the Collateral Agent by the Requisite Lenders pursuant to this Agreement, the Agent shall certify to the Collateral Agent that the Administrative Agent’s consent may not be unreasonably withheld, provide for Lenders delivering such instructions constitute the exercise of Requisite Lenders under the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerAgreement.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.. 100

Authorization and Action. (a) Each Issuing Bank and each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral each Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Issuing Bank and each Lender hereby acknowledges that no Agent shall have any duties or responsibilitieshave, except those expressly set forth herein or in the other Facility Documents to which it is by reason of this Agreement, assumed a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of any Lender. In performing its functions and duties under this Agreement Agreement, each Agent shall act solely as agent of Lenders and Issuing Bank and shall not assume, or be deemed to have assumed, any other Facility Document and the transactions contemplated hereby obligation toward, or therebyrelationship of agency or trust with or for, any Borrower. As to any matters not expressly provided for by this Agreement or and the other Facility Loan Documents, no each Agent may, but shall not be required to to, exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders, whenever such instruction shall be requested by an Agent or required hereunder, or a greater or lesser number of Lenders (orif so required hereunder, with respect to the Collateral Agent, the Administrative Agent)and such instructions shall be binding upon all Lenders; provided that such each Agent shall not be required fully justified in failing or refusing to take any action which exposes such Agent, in its judgment, Agent to personal liability, cost or expense any liability or which is contrary to this Agreement, the other Facility Loan Documents or Applicable Lawapplicable law, or would be, in its judgment, contrary unless each applicable Agent is indemnified to its duties satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, under such Agent shall send notice thereof to each Lender and shall notify each Lender at any other Facility Document or under Applicable Law. Each Lender agrees time that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions Majority Lenders (or by refusing such greater or lesser number of Lenders) have instructed such Agent to provide instruction) to the Administrative Agent withhold its consent act or exercise its discretion in an unreasonable mannerrefrain from acting pursuant hereto.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party Documents, or any fiduciary relationship with any Secured Party Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyhereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative an Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or or, by refusing to provide instruction) to the Administrative such Agent withhold its consent or exercise its discretion in an unreasonable manner. If the Collateral Agent has been requested or directed by the Required Lenders to take any action pursuant to any provision of this Agreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any Facility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement or any Facility Document or Related Document unless and until directed by the Required Lenders (or the Administrative Agent on their behalf). Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such person in accordance with any notice given by the Required Lenders (or the Administrative Agent on their behalf) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such person, the Required Lenders or persons purporting to be the Required Lenders are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that such Required Lenders or persons purporting to be the Required Lenders are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within two (2) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such two-Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions. The Collateral Agent, the Collateral Administrator, the Backup Collateral Manager and the Custodian shall be under no obligation to (i) monitor, determine or verify the unavailability or cessation of LIBOR, LIBO Screen Rate, Daily Simple SOFR, Daily Simple RFR, SOFR, Term SOFR, Benchmark, Benchmark Replacement (or other applicable interest rate), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of (except as expressly provided herein), any Benchmark Transition Event or any amendment or change required to be made to the applicable interest rate, (ii) select, determine or designate any LIBOR, LIBO Screen Rate, Daily Simple SOFR, Daily Simple RFR, SOFR, Term SOFR, Benchmark, Benchmark Replacement or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) select, determine or designate any Benchmark Replacement Adjustment or other modifier to any replacement or successor index, or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. The Collateral Agent, the Collateral Administrator, the Backup Collateral Manager and the Custodian shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of LIBOR, LIBO Screen Rate, Daily Simple SOFR, Daily Simple RFR, SOFR, Term SOFR, Benchmark, Benchmark Replacement (or other applicable interest rate) and absence of a designated replacement Interest Rate, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Administrative Agent or any Lender, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any no duties or responsibilities, responsibilities except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, this Agreement. The duties or obligations or liabilities on the part of such Agent shall be read into mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon Agent any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities obligations in respect of this Agreement or the other Loan Documents except as expressly set forth herein. In any other Facility instance where Agent is required or permitted to consent to or approve any action of Borrowers under this Agreement, such consent or approval shall be deemed to be administrative in nature and may be given or withheld in Agent's sole discretion unless the Loan Document and the transactions contemplated hereby or therebystates otherwise. As to any matters not expressly provided for by this Agreement Agreement, including enforcement or collection of the other Facility DocumentsLoans, no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingrefraining) upon the written instructions of the Required Lenders (orMajority Lenders, with respect to the Collateral Agentand such instructions shall be binding on all Lenders, the Administrative Agent); provided PROVIDED that such Agent shall not be required to take any action which exposes such Agent, in its judgment, Agent to personal liability, cost or expense liability or which is contrary to this Agreementthe Loan Documents or applicable law. Without the consent of all Lenders, the other Facility Documents Agent shall not: - Change any Lender's Commitment or Applicable Law, the total of all Lenders' Commitments. - Change the definition of Majority Lenders. - Change the timing or would be, rates of interest payments. - Change the timing or amounts of principal payment due in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise respect of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerLoans.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Facility Agent and each Lender and each Subordinated Noteholder hereby irrevocably authorizes and appoints the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party Documents, or any fiduciary relationship with any Secured Party Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyhereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent)Lenders; provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative an Agent’s 's consent may not be unreasonably withheld, provide for the exercise of the Administrative such Agent’s 's reasonable discretion, or provide to a similar effect, it shall not in its instructions (or or, by refusing to provide instruction) to the Administrative such Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (andPurchaser hereby designates and appoints Bank One to act as Agent hereunder and under each other Transaction Document, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral such Purchaser’s Managing Agent to take such action actions as agent the Agent or Managing Agent, as the case may be, on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the Agent or such Agent Managing Agent, respectively, by the terms hereof of this Agreement and thereof, the other Transaction Documents together with such powers as are reasonably incidental thereto, subject to . Neither the terms hereof. No Agent nor any Managing Agent shall have any duties or responsibilities, except those expressly set forth herein or in the any other Facility Documents to which it is a party Transaction Document, or any fiduciary relationship with any Secured Party Purchaser, and no implied covenants, functions, responsibilities, duties or duties, obligations or liabilities on the part of such the Agent or any Managing Agent shall be read into this Agreement or any other Facility Transaction Document to which or otherwise exist for the Agent or such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyManaging Agent. As to any matters not expressly provided for by this Agreement (including, without limitation, any 40 enforcement or collection activity), neither the other Facility Documents, no Agent nor any Managing Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders Investors. In performing its functions and duties hereunder and under the other Transaction Documents, (or, with respect to i) the Collateral Agent, the Administrative Agent); provided that such Agent shall not act solely as agent for the Purchasers, (ii) each Managing Agent shall act solely as agent for the Conduits and Investors in its related Purchase Group and (iii) neither the Agent nor any Managing Agent shall assume or be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, or any of its successors or assigns, or any Swap Counterparty, or any of its successors or assigns. Neither the Agent nor any Managing Agent shall be required to take any action which exposes the Agent or such Agent, in its judgment, Managing Agent to personal liability, cost or expense liability or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Transaction Document or under Applicable Lawapplicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids and all Interest Rate Swap Obligations owing to Bank One, as Swap Counterparty. The appointment and authority of any Managing Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids owing to all members of such Managing Agent’s Purchase Group. Each Lender agrees that in any instance in which Purchaser hereby authorizes the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise Agent to execute and/or file each of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it Uniform Commercial Code financing statements on behalf of such Purchaser (the terms of which shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerbe binding on such Purchaser).

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) Investor and Certificateholder hereby irrevocably designates and appoints TSO-Fortiva Notes Holdco LP, as Agent hereunder, and authorizes the Administrative Agent and the Collateral Agent to take such action actions as agent on its behalf behalf, including execution of the other Transaction Documents, and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Agent by the terms hereof and thereof, of this Agreement together with such actions and powers as are reasonably incidental thereto, subject to the terms hereof. No The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party herein, or any fiduciary relationship with any Secured Party the Investor, and no implied covenants, functions, responsibilities, duties or duties, obligations or liabilities on the part of such the Agent shall be read into this Agreement or any other Facility Document to which such Agent otherwise exist for the Agent, regardless of whether an Event of Default or Early Redemption Event has occurred and is a party (if any) as continuing. In performing its functions and duties on its part to be performed or observed. No hereunder, the Agent shall have or act solely as agent for the Investors and the Certificateholder and does not assume nor shall be construed deemed to have assumed any other duties obligation or responsibilities in respect relationship of trust or agency with or for the Issuer, the Transferor or the Servicer or any of their successors or assigns. The provisions of this Agreement or any other Facility Document and Article are solely for the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions benefit of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that Investors and the Certificateholder, and none of the Issuer, the Transferor or the Servicer shall have any rights as a third party beneficiary of any such provisions. The Agent shall not be required to take any action which exposes such Agent, in its judgment, the Agent to personal liability, cost or expense liability or which is contrary to this AgreementAgreement or applicable law. Without limiting the generality of the foregoing, (i) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers; provided that, the other Facility Documents or Applicable Law, or would beAgent shall not be required to take any action that, in its judgmentopinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to its duties hereunderany Transaction Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any applicable law, and (ii) except as expressly set forth in the Transaction Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Issuer, the Transferor, the Servicer or any of their respective Affiliates that is communicated to or obtained by the Agent or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Event of Default or Early Redemption Event unless and until written notice thereof is given to Agent by the Issuer, the Transferor, the Servicer or an Investor, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with any Transaction Document, (B) the contents of any certificate, report or other Facility document delivered hereunder or in connection with any Transaction Document, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Transaction Document, (D) the validity, enforceability, effectiveness or genuineness of any Transaction Document or under Applicable Law. Each Lender agrees that any other agreement, instrument or document, (E) the creation, perfection or priority of Liens on the Trust Estate or the existence of the Trust Estate or (F) the satisfaction of any condition set forth in Article III or elsewhere in any instance in which Transaction Document, other than to confirm receipt of items expressly required to be delivered to the Facility Documents provide that the Administrative Agent’s consent may . The Agent shall not be unreasonably withheld, provide liable or responsible for the exercise any act or omission of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerAccount Bank.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party Documents, or any fiduciary relationship with any Secured Party Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such the Administrative Agent shall be read into this Agreement or any other Facility Document to which such the Administrative Agent is a party (if any) as duties on its part to be performed or observed. No The Administrative Agent shall not have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby hereby, regardless of whether a Default or therebyEvent of Default has occurred and is continuing. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to or such other number or percentage of the Collateral Agent, Lenders as shall be necessary under the Administrative Agentcircumstances as provided in Section 15.01); provided that such the Administrative Agent shall not be required to take any action which exposes such the Administrative Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Applicable Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or or, by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. Except as expressly set forth in the Facility Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as the Administrative Agent or any of its Affiliates in any capacity. If the Administrative Agent has been requested or directed by the Required Lenders to take any action pursuant to any provision of this Agreement or any other Facility Document, the Administrative Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any Facility Document shall otherwise be construed to require the Administrative Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expense or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, cost, expense or liability. For the avoidance of doubt, the Administrative Agent shall not have any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement or any Facility Document or Loan Document unless and until directed by the Required Lenders. Neither the Administrative Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such person in accordance with any notice given by the Required Lenders (or the Administrative Agent on their behalf) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such person, the Required Lenders or persons purporting to be the Required Lenders are not entitled to give such notice, except where the Responsible Officer of the Administrative Agent has actual knowledge (without any duty of inquiry or investigation on its part) that such Required Lenders or persons purporting to be the Required Lenders are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Administrative Agent hereunder or under any Facility Document, the Administrative Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Each Lender hereby acknowledges that Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is by reason of this Agreement assumed a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of any Lender. In performing its functions and duties under this Agreement Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any other Facility Document and the transactions contemplated hereby obligation toward, or therebyrelationship of agency or trust with or for, any Borrower. As to any matters not expressly provided for by this Agreement or and the other Facility DocumentsLoan Documents (including without limitation enforcement and collection of the Notes), no Agent may, but shall not be required to to, exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders (orif so required hereunder, with respect to the Collateral Agentand such instructions shall be binding upon all Lenders; provided, the Administrative Agent); provided that such Agent shall not be required fully justified in failing or refusing to take -------- any action which exposes such Agent, in its judgment, Agent to personal liability, cost or expense any liability or which is contrary to this Agreement, the other Facility Loan Documents or Applicable Lawapplicable law, unless Agent is indemnified to its satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. If Agent seeks the consent or approval of Majority Lenders, or would bea greater or lesser number of Lenders as required in this Agreement, in its judgment, contrary with respect to its duties any action hereunder, under Agent shall send notice thereof to each Lender and shall notify each Lender at any other Facility Document or under Applicable Law. Each Lender agrees time that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretionMajority Lenders, or provide such greater or lesser number of Lenders have instructed Agent to a similar effect, it shall not in its instructions (act or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerrefrain from acting pursuant hereto.

Authorization and Action. (a) Each Lender Party (and, in its capacities as a Lender and the case of the Collateral Agent, the Administrative AgentIssuing Bank (if applicable)) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No The Administrative Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein or in this Agreement and in the other Facility Documents to which it is a party Loan Documents, and the Administrative Agent may perform any of its respective duties hereunder by or any fiduciary relationship with any Secured Party and no implied covenantsthrough its officers, functionsdirectors, responsibilitiesagents, employees or affiliates. The duties or obligations or liabilities on of the part of such Administrative Agent shall be read into mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement or any other Facility Loan Document to which such Agent is a party (if any) as duties on its part to be performed fiduciary relationship in respect of any Lender Party or observed. No Agent shall have the holder of any Lender Note; and nothing in this Agreement or be construed to have in any other duties Loan Document, expressed or responsibilities implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Facility Loan Document and the transactions contemplated hereby except as expressly set forth herein or therebytherein. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the other Facility DocumentsLender Notes), no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall not incur any liability to any Lender Party and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (orMajority Lenders, with respect to the Collateral Agentand such instructions shall be binding upon all Lender Parties and all holders of Lender Notes; provided, however, that the Administrative Agent); provided that such Agent shall not be required to take any action which that exposes such Agent, in its judgment, the Administrative Agent to personal liability, cost liability or expense or which that is contrary to this AgreementAgreement or applicable law. Without limiting the foregoing, neither any Lender Party nor the other Facility Documents holder of any Lender Note shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or Applicable Law, refraining from acting hereunder or would be, in its judgment, contrary to its duties hereunder, under any other Facility Loan Document or under Applicable Law. Each Lender agrees that in any instance in which accordance with the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise instructions of the Majority Lenders (or, if so specified by this Agreement, any applicable greater percentage of Lenders). The Administrative Agent’s reasonable discretion, or provide Agent agrees to a similar effect, give to each Lender Party prompt notice of each notice given to it shall not in its instructions (or by refusing to provide instruction) either Borrower pursuant to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerterms of this Agreement.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) Investor hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Transaction Documents as are delegated to such the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Enterprise, subject Atlantic, and Liberty and/or the Majority Investors may direct the Agent to take any such incidental action hereunder, however, with respect to such actions which are incidental to the terms hereof. No actions specifically delegated to the Agent hereunder, the Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any actionsuch incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions direction of the Required Lenders (orMajority Investors; PROVIDED, with respect to the Collateral AgentHOWEVER, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in its judgmentviolation of any applicable law, to personal liability, cost rule or expense regulation or which is contrary to any provision of this AgreementAgreement or shall expose the Agent to liability hereunder or otherwise. In furtherance, and without limiting the generality, of the foregoing, each Investor hereby appoints the Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Agent may deem necessary or appropriate or that an Investor may reasonably request in order to perfect, protect or more fully evidence the interests transferred or to be transferred from time to time by the Transferor hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the other Facility Documents execution by the Agent as secured party/assignee of such financing or Applicable Lawcontinuation statements, or would beamendments thereto or assignments thereof, in its judgmentrelative to all or any of the Receivables now existing or hereafter arising, contrary to its duties hereunderand such other instruments or notices, under as may be necessary or appropriate for the purposes stated herein above. Upon the occurrence and during the continuance of any Termination Event or Potential Termination Event, the Agent shall take no action hereunder (other Facility Document than ministerial actions or under Applicable Law. Each Lender agrees that in any instance in such actions as are specifically provided for herein) without the prior consent of the Majority Investors (which the Facility Documents provide that the Administrative Agent’s consent may shall not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, withheld or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.delayed). "

Authorization and Action. (a) Each Lender (and, in the case and each ------------------------ subsequent holder of the Collateral Agent, the Administrative Agentany Note by its acceptance thereof) hereby irrevocably appoints and authorizes CIT, in its capacity as Agent (i) to receive on behalf of each Lender any payment of principal of or interest on the Administrative Notes outstanding hereunder and all other amounts accrued hereunder paid to the Agent, and, subject to Section 2.05 of this Agreement, to distribute promptly to each Lender its Pro Rata Share of all payments so received, (ii) to distribute to each Lender copies of all material notices and agreements received by the Agent and not required to be delivered to each Lender pursuant to the Collateral terms of this Agreement, provided that the Agent shall not have any liability to the Lenders for the Agent's inadvertent failure to distribute any such notice or agreements to the Lenders, and (iii) subject to Section 11.03 of this Agreement, to take such action as agent Agent deems appropriate on its behalf to administer the Loans, Letters of Credit and the Loan Documents and to exercise such other powers under this Agreement and, delegated to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof or the Loan Documents (including, without limitation, the power to give or to refuse to give notices, waivers, consents, approvals and thereofinstructions and the power to make or to refuse to make determinations and calculations) and authorizes Chemical, in its capacity as L/C Issuer to issue and administer the Letter of Credit, in each case together with such powers as are reasonably incidental thereto, subject thereto to carry out the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party purposes hereof and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebythereof. As to any matters not expressly provided for by this Agreement or and the other Facility DocumentsLoan Documents (including, no without limitation, enforcement or collection of the Notes), the Agent and the L/C Issuer shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, and such instructions of the Required Lenders (orshall be binding upon all Lenders and all holders of Notes; provided, with respect however, that the L/C Issuer shall not be required -------- ------- to refuse to honor a drawing under any Letter of Credit and the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such which, in the reasonable opinion of the Agent, in its judgment, exposes the Agent to personal liability, cost or expense liability or which is contrary to this AgreementAgreement or any Loan Document or applicable law. If the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary Agent shall send notice thereof to its duties hereunder, under any other Facility Document or under Applicable Lawall Lenders. Each The Agent shall promptly notify each Lender agrees that in any instance in which the Facility Documents provide anytime that the Administrative Agent’s consent may not be unreasonably withheld, provide for Required Lenders have instructed the exercise of the Administrative Agent’s reasonable discretion, Agent to act or provide to a similar effect, it shall not in its instructions (or by refusing refrain from acting pursuant to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerthis Agreement.

Authorization and Action. (a) Each Lender Party (and, in the case of the Collateral Agentits capacities as a Lender, the Administrative AgentSwing Line Bank (if applicable) and as an Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the other Facility DocumentsNotes), no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (orLenders, with respect to the Collateral Agentand such instructions shall be binding upon all Lender Parties and all holders of Notes; provided, however, that the Administrative Agent); provided that such Agent shall not be required to take any action which that exposes such Agent, in its judgment, the Administrative Agent to personal liability, cost liability or expense or which that is contrary to this Agreement or applicable law, including without limitation, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in any Loan Document, the other Facility Documents no Person identified as a co-syndication agent, documentation agent, senior manager, joint lead arranger or Applicable Law, or would bejoint bookrunner, in its judgmentsuch Person’s capacity as such, contrary shall have any obligations or duties to its duties hereunderany Loan Party, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold or any other Lender Party under any of such Loan Documents. In its consent or exercise its discretion in an unreasonable manner.capacity as the Lender Parties’ contractual representative, the Administrative Agent is a “representative” of the Lender Parties as used within the meaning of “Secured Party” under Section 9-102 of the Uniform Commercial Code. 97

Authorization and Action. (a1) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent it by the terms hereof and thereofof this Agreement, together with such the powers as are reasonably incidental thereto, subject to but the terms hereof. No Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party herein, and no implied covenants, functions, responsibilities, duties or duties, obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Credit Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and otherwise exist against the transactions contemplated hereby or therebyAdministrative Agent. As to any matters not expressly provided for by this Agreement or Agreement, the other Facility Documents, no Administrative Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingdoing) upon the written joint instructions of the Required Majority Lenders (orwhich instructions shall be binding upon all Lenders but, with respect to in the Collateral Agentabsence of any such instructions, the Administrative Agent); provided that Agent may (but shall not be obliged to) act as it shall deem fit in the best interests of the Lenders, and any such instructions and any action taken by the Administrative Agent in accordance herewith shall be binding upon each Lender. The Administrative Agent shall not, by reason of this Agreement, be deemed to be a trustee or fiduciary for the benefit of any Lender, the Borrower or any other Person. The Administrative Agent shall not be required to take any action which (i) exposes such Agent, in its judgment, it to personal liability, cost or expense or which ; (ii) is contrary to this Agreement, the other Facility Documents Agreement or Applicable any applicable Law, or ; (iii) would be, in its judgment, contrary require it to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that become registered to do business in any instance jurisdiction; or (iv) would subject it to taxation or additional taxation in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerany jurisdiction.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No The Agent shall have any no duties or responsibilities, responsibilities except those expressly set forth herein or in this Agreement. The duties of the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into mechanical and administrative in nature; the Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities obligations in respect of this Agreement or any the other Facility Document and the transactions contemplated hereby or therebyLoan Documents except as expressly set forth herein. As to any matters not expressly provided for by this Agreement Agreement, including enforcement or collection of the other Facility DocumentsLoans, no the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingrefraining) upon the written instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders (orand any holders of any Committed Loan Note or Bid Loan Note, with respect to PROVIDED that the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, the Agent to personal liability, cost or expense liability or which is contrary to this Agreementthe Loan Documents or applicable law and PROVIDED, FURTHER, that without the consent of all Lenders, the other Facility Documents Agent shall not change or Applicable Lawmodify the Total Commitment, any Lender's Commitment, the definition of "Majority Lenders", the conditions precedent set forth in Article III, the timing or rates of interest payments, the timing or amount of facility fees, the timing or amounts of principal payments due in respect of Loans, or would bethe terms of the prohibition against any merger by Borrower or any Subsidiary pursuant to Section 6.02, and PROVIDED, FURTHER, that the terms of Section 2.07, Section 2.14(b) and this Article VIII shall not be amended without the prior written consent of the Agent (acting for its own account). In the absence of instructions from the Majority Lenders, the Agent shall have authority (but no obligation), in its judgmentsole discretion, contrary to its duties hereundertake or not to take any action, under unless this Agreement specifically requires the consent of the Lenders or the consent of the Majority Lenders and any other Facility Document such action or under Applicable Lawfailure to act shall be binding on all the Lenders and on all holders of the Committed Loan Notes and Bid Loan Notes. Each Lender agrees that and each holder of any Committed Loan Note or Bid Loan Note shall execute and deliver such additional instruments, including powers of attorney in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise favor of the Administrative Agent’s reasonable discretion, as may be necessary or provide desirable to a similar effect, it shall not in its instructions (or by refusing enable the Agent to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerpowers hereunder.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Transaction Documents as are delegated to such the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or and the other Facility DocumentsTransaction Documents (including, no without limitation, enforcement or collection of the Term Loan Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (orMajority Lenders, with respect to and such instructions shall be binding upon all Lenders; provided, however, that the Collateral Agent, the Administrative Agent); provided that such Agent shall not be -------- ------- required to take any action which exposes such Agent, in its judgment, the Agent to personal liability, cost or expense liability or which is contrary to this AgreementAgreement or the other Transaction Documents or applicable law. Subject to the foregoing provisions and to the other provisions of this Article 11, the other Facility Documents Agent shall, on behalf of the Lenders: (a) execute any documents on behalf of the Lenders providing collateral for or Applicable Lawguarantees of the Lender Obligations; (b) hold (or designate a custodian to hold) and apply any collateral for the Lender Obligations, or would beand the proceeds thereof, at any time received by it, in its judgmentaccordance with the provisions of this Agreement and the other Transaction Documents; (c) exercise any and all rights, contrary powers and remedies of the Lenders under this Agreement or any of the other Transaction Documents, including the giving of any consent or waiver or the entering into of any amendment, subject to its duties the provisions of Section 14.1; (d) at the direction of the Lenders, execute, deliver and file UCC financing statements, mortgages, deeds of trust, lease assignments and such other agreements in respect of any collateral for the Lender Obligations, and possess instruments included in the collateral on behalf of the Lenders; and (e) in the event of acceleration of the Borrowers' Indebtedness hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which act at the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise direction of the Administrative Agent’s reasonable discretion, or provide Majority Lenders to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to exercise the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerrights of the Lenders hereunder and under the other Transaction Documents.

Authorization and Action. (a) Each Lender (and, in and the case of the Collateral Agent, the Administrative Agent) Board hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent (i) WestLB AG to take such action as administrative agent on its behalf and to exercise such powers under this Agreement and, to the extent applicableAgreement, the Notes and the other Facility Loan Documents as are delegated by such Lender and the Board to it as Agent by the terms hereof and thereof and (ii) Wells Xxxxo Bank Northwest, N.A. to take such action as collateral agent on its behalf and to exercise such powers under the Security Agreement as are delegated by such Lender and the Board to it as Collateral Agent by the terms hereof and thereof, together together, in each case, with such powers as are reasonably incidental thereto, subject to thereto (the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated Collateral Agent are referred to in this ARTICLE IX individually as a "Facility Agent" and collectively, as the "Facility Agents"), and each Facility Agent hereby or therebyaccepts such authorization and appointment. As to any matters not expressly provided for by this Agreement, the Notes, a Security Agreement or any other Loan Document or provided for with specific reference to this SECTION 9.1 (including, without limitation, enforcement or collection of the other Notes), neither Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingaction) upon the written instructions of the Required Lenders (Board or, with respect to if the Collateral AgentBoard Guarantee is no longer in full force and effect, the Administrative Agent)Requisite Lenders and such instructions shall be binding upon all Lenders; provided provided, however, that such neither Facility Agent shall not be required to take any action which exposes such Agent, in its judgment, Facility Agent to personal liability, cost or expense liability or which is contrary to this Agreement, the Board Guarantee, the Security Documents, any Note or applicable law. As to any provision of this Agreement, the Security Agreement or any other Facility Documents Loan Document under which action may be taken or Applicable Lawapproval given by the Requisite Lenders or the Board or both, or would as the case may be, in its judgmentthe action taken or approval given by the Requisite Lenders or the Board or both, contrary as the case may be, shall be binding upon all Lenders and Supplemental Guarantors to its duties hereunder, under any other Facility Document or under Applicable Lawthe same extent and with the same effect as if each Lender and each Supplemental Guarantor had joined therein. Each Lender agrees that Facility Agent shall be entitled to rely upon any note, notice, consent, certificate, affidavit, letter, teletype message, facsimile transmission, statement, order, other document or other instrument or writing believed by it to be genuine and correct and to have been signed or sent by the proper person or persons and, in respect of legal matters, upon the opinion of counsel selected by such Facility Agent. The Agent may deem and treat the payee of each Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent. Any request, authority or consent of any instance in which Person who at the Facility Documents provide time of making such request or giving such authority or consent is the holder of a Note shall be conclusive and binding on any subsequent holder, transferee or assignee of such Note. Upon any delivery of any instructions to the Collateral Agent by the Requisite Lenders pursuant to this Agreement, the Agent shall certify to the Collateral Agent that the Administrative Agent’s consent may not be unreasonably withheld, provide for Lenders delivering such instructions constitute the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerRequisite Lenders under this Agreement.

Authorization and Action. (a) Each Lender (and, in and the case of the Collateral Agent, the Administrative Agent) Swingline Lender hereby irrevocably appoints Xxxxx Fargo as Agent and authorizes Agent to act as its agent under the Administrative Agent Loan Documents, and the Collateral Agent to take such action as agent actions on its such Lender Party's behalf and to exercise such powers and perform such duties under this Agreement and, to the extent applicable, the other Facility Loan Documents as are expressly delegated to such Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any no duties or responsibilities, responsibilities except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party Loan Documents, and no implied covenants, functions, responsibilities, duties or obligations duties, obligations, or liabilities on the part of such Agent shall be read into this Agreement any Loan Document or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observedotherwise exist against Agent. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect Anything to the Collateral Agentcontrary contained herein notwithstanding, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to any Loan Document or applicable law. Neither Agent nor any other Lender Party shall be responsible to any other Lender Party for any recitals, statements, representations, or warranties made by Borrower contained in any Loan Document, for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Loan Document or the Collateral or for any failure by Borrower to perform its respective obligations hereunder or thereunder. Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender Party for the negligence or misconduct of any such agents or attorneys- in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees, or agents shall be responsible to any Lender Party for any action taken or omitted to be taken by it or them under any Loan Document or in connection therewith, except for its or their own gross negligence or wilful misconduct. Except as otherwise provided under this Credit Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it Agent shall not in its instructions (or by refusing to provide instruction) take such action with respect to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerLoan Documents as shall be directed by the Majority Lenders.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Administrative Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the other Facility DocumentsNotes), no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary, with respect to the Collateral Agent, or as the Administrative AgentAgent shall believe in good faith to be necessary, under the circumstances as provided herein), and such instructions shall be binding upon all Lenders and all holders of Notes; provided provided, however, that such the Administrative Agent shall not be required to take any action which exposes such Agentthat, in its judgmentopinion, exposes the Administrative Agent to personal liability, cost liability or expense or which that is contrary to this AgreementAgreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by Mondelēz International or any other Borrower as required by the terms of this Agreement or at the request of Mondelēz International or such other Borrower, and any notice provided pursuant to Section 5.01(c)(iv), but otherwise no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Mondelēz International or its Subsidiaries or affiliates that is communicated to or obtained by the Person serving as an Agent or any of its affiliates in any capacity. Notwithstanding any provision to the contrary contained elsewhere herein, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have 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 otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise use of the Administrative Agent’s reasonable discretion, term “agent” herein with reference to any Agent is not intended to connote any fiduciary or provide to a similar effect, it shall not in its instructions other implied (or by refusing 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 provide instruction) to the Administrative Agent withhold its consent create or exercise its discretion in reflect only an unreasonable manneradministrative relationship between independent contracting parties.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party Documents, or any fiduciary relationship with any Secured Party Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyhereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative an Agent’s 's consent may not be unreasonably withheld, provide for the exercise of the Administrative such Agent’s 's reasonable discretion, or provide to a similar effect, it shall not in its instructions (or or, by refusing to provide instruction) to the Administrative such Agent withhold its consent or exercise its discretion in an unreasonable manner. If the Collateral Agent has been requested or directed by the Required Lenders to take any action pursuant to any provision of this Agreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any Facility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement or any Facility Document or Related Document unless and until directed by the Required Lenders (or the Administrative Agent on their behalf). Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such person in accordance with any notice given by the Required Lenders (or the Administrative Agent on their behalf) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such person, the Required Lenders or persons purporting to be the Required Lenders are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that such Required Lenders or persons purporting to be the Required Lenders are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within two (2) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such two-Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required MajorityRequired Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative an Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative such Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility USActive 53861575.5 -121- Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative an Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative such Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agentits capacity as a Lender) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the other Facility DocumentsObligations of the Obligors), no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of all Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which that exposes such Agent, in its judgment, Agent to personal liability, cost liability or expense or which that is contrary to this AgreementAgreement or applicable xxx.Xx furtherance of the foregoing, each Lender (in its capacities as a Lender) hereby appoints and authorizes the 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 Obligors to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent (and any Supplemental Collateral Agents appointed by the Agent pursuant to Section 8.6(c) 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 Agent) shall be entitled to the benefits of this Section 8.6 (including, without limitation, Section 8.6(g)) as though the Agent (and any such Supplemental Collateral Agents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto.The Agent may execute any of its duties under this Agreement or any other Facility Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents or Applicable Lawof exercising any rights and remedies thereunder at the direction of the Agent) by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Agent may also from time to time, when the Agent deems it to be necessary or desirable, appoint one or more trustees, co-trustees, collateral co-agents, collateral subagents or attorneys-in-fact (each, a “Supplemental Collateral Agent”) with respect to all or any part of the Collateral; provided, however, that no such Supplemental Collateral Agent shall be authorized to take any action with respect to any Collateral unless and except to the extent expressly authorized in writing by the Agent. Should any instrument in writing from the Borrower or any other Obligor be required by any Supplemental Collateral Agent so appointed by the Agent to more fully or certainly vest in and confirm to such Supplemental Collateral Agent such rights, powers, privileges and duties, the Borrower shall, or would beshall cause such Obligor to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Agent. If any Supplemental Collateral Agent, or successor thereto, shall die, become incapable of acting, resign or be removed, all rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall automatically vest in its judgmentand be exercised by the Agent until the appointment of a new Supplemental Collateral Agent. The Agent shall be not responsible for the negligence or misconduct of any agent, contrary to its duties hereunder, under any other Facility Document attorney-in-fact or under Applicable Law. Each Lender agrees Supplemental Collateral Agent that it selects in any instance accordance with the foregoing provisions of this Section 8.6(c) in which the Facility Documents provide that absence of the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, gross negligence or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerwillful misconduct.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. The Collateral Agent’s services hereunder shall be conducted through its Corporate Trust Services division (including, as applicable, any agents or Affiliates utilized thereby). No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) Holders party hereto hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Documentation Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, and the other Facility Documents Financing Agreements as are delegated to such the Agent or the Documentation Agent, as the case may be, by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement the Financing Agreements (including, without limitation, enforcement or collection of the other Facility DocumentsNotes), no the Agent and the Documentation Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting, including without imitation as set forth in Section 8.5) upon the written instructions of the Required Lenders (orHolders, with respect to and such instructions shall be binding upon all Holders; provided, however, that neither the Collateral Agent, Agent nor the Administrative Agent); provided that such Documentation Agent shall not be required to take any action which that exposes such the Agent or the Documentation Agent, in its judgmentas the case may be, to personal liability, cost liability or expense or which that is contrary to this Agreement, the other Facility Documents Agreement or Applicable Lawapplicable law. The Agent shall in all cases be fully protected in acting, or would berefraining from acting, in accordance with written instructions signed by the Required Holders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all of the Holders and each subsequent holder of any interest in Notes. Neither the Agent nor any of its judgmentdirectors, contrary officers, employees or agents shall have any responsibility to the Issuer on account of the failure of or delay in performance or breach by any Holder or the Documentation Agent of any of its duties hereunder, obligations hereunder or to any Holder on account of the failure of or delay in performance or breach by any other Holder or the Documentation Agent or the Issuer of any of their respective obligations hereunder or under any other Facility Transaction Document or under Applicable Lawin connection herewith or therewith, except for any failure, delay or breach of any such Person constituting gross negligence or willful misconduct. Each Lender The Agent agrees that in any instance in which to give to each Holder prompt notice of each notice given to it by the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) Issuer pursuant to the Administrative terms of this Agreement or delivered by the Issuer to the Agent withhold its consent or exercise its discretion in an unreasonable mannerwith express instructions for delivery to the Holders.

Authorization and Action. (a) Each Lender Purchaser appoints CapEx, L.P. as its agent (andin such capacity, "Agent"), for the purposes of collecting payments, electing to exercise the rights of the Purchasers under this Agreement and the other Transaction Documents as herein and therein provided, and holding and enforcing those security documents referred to in the case Debentures (and hereinafter referred to) as the "Security" in accordance with the terms of this Agreement, and distributing any funds received either as payments from the Company or on realization of the Collateral AgentSecurity in accordance with this Agreement. For such purposes, the Administrative Agent) hereby irrevocably appoints and each Purchaser authorizes the Administrative Agent and the Collateral Agent on behalf of such Purchaser to take such action as agent on its behalf and to exercise such rights, powers and discretions as are expressly delegated to it under this Agreement and, to the extent applicable, and the other Facility Transaction Documents as are delegated to such Agent by and on the terms hereof and thereof, or thereof together with such other rights, powers and discretions as are reasonably incidental thereto; provided always, subject to however, that, without the terms hereof. No consent of both Purchasers, Agent shall have not: (i) effect or agree to any duties or responsibilities, except those expressly set forth herein or change in the other Facility Documents interest rate, payment dates, maturity date or conversion rights under the Debentures; or (ii) fail to which it is elect under Section 7.1 of the Debentures to accelerate repayment of all indebtedness owing thereunder upon the occurrence of a party Default Event and proceed to enforce all security held by Agent for such indebtedness. Agent may perform any of its duties hereunder or any fiduciary relationship with any Secured Party and no implied covenantsthereunder by or through its agents, functions, responsibilities, duties officers or obligations or liabilities on the part of such employees. Agent shall not be read into this Agreement required to exercise any right, power or discretion or take any other Facility Document to which such Agent is a party (if any) action as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility DocumentsTransaction Documents (including, no Agent shall be required to exercise any discretion or take any actionwithout limitation, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions enforcement of the Required Lenders (or, with respect collection of any amounts owing to the Collateral Agent, the Administrative AgentPurchasers hereunder); provided that such . Agent shall not be required to exercise any right, power or discretion or to take any action which exposes such Agent, in its judgment, Agent to personal liability, cost liability or expense risk thereof or which is contrary to this Agreement, the other Facility Transaction Documents or Applicable Lawapplicable law. The duties of Agent, or would beas agent, shall be mechanical and administrative in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Lawnature. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it Agent shall not have, by reason of this Agreement or the other Transaction Documents, a fiduciary relationship in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerrespect of either Purchaser.

Authorization and Action. (a) Each Lender (andPurchaser hereby designates and appoints Bank One to act as Collateral Agent hereunder and under each other Transaction Document, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Collateral Agent and the Collateral such Purchaser's Managing Agent to take such action actions as agent the Collateral Agent or Managing Agent, as the case may be, on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the Collateral Agent or such Managing Agent by the terms hereof of this Agreement and thereof, the other Transaction Documents together with such powers as are reasonably incidental thereto, subject to . Neither the terms hereof. No Collateral Agent nor any Managing Agents shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, and the other Facility Documents to which it is Collateral Agent shall not have a party or any fiduciary relationship with any Secured Party Purchaser, and no implied covenants, functions, responsibilities, duties or duties, obligations or liabilities on the part of such the Collateral Agent or the Managing Agents shall be read into this Agreement or any other Facility Transaction Document to which such or otherwise exist for the Collateral Agent is a party or the Managing Agents. In performing their functions and duties hereunder and under the other Transaction Documents, (if anyi) as duties on its part to be performed or observed. No the Collateral Agent shall have or be construed to have act solely as agent for the Purchasers, (ii) each Managing Agent shall act solely as managing agent for the Conduits and Committed Purchasers in its Related Group, and (iii) neither the Collateral Agent nor any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Managing Agent shall be required deemed to exercise have assumed any discretion obligation or take relationship of trust or agency with or for any action, but shall be required to act Seller Party or to refrain from acting (and shall be fully protected in so acting any of such Seller Party's successors or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to assigns. Neither the Collateral Agent, the Administrative Agent); provided that such Agent nor any Managing Agent shall not be required to take any action which that exposes the Collateral Agent or such Agent, in its judgment, Managing Agents to personal liability, cost liability or expense or which that is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Transaction Document or under Applicable Lawapplicable law. The appointment and authority of the Collateral Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Lender agrees that in any instance in which Purchaser hereby authorizes the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise Collateral Agent to execute each of the Administrative Agent’s reasonable discretionUniform Commercial Code financing statements, or provide to a similar effect, it the Fee Letters and the Collection Account Agreements on behalf of such Purchaser (the terms of which shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerbe binding on such Purchaser).

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.. 106

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) Bank hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent in such capacity on its such Bank’s behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such Agent the Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes or of amounts owing under the other Facility Loan Documents), no the Agent shall not be required to exercise any discretion or take any action, but such Person shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (orMajority Banks, with respect to and such instructions shall be binding upon all Banks and any other holders of Notes; provided, however, that the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, the Agent to personal liability, cost or expense liability or which is contrary to this Agreement, the Loan Documents or applicable law. The Agent is hereby expressly authorized on behalf of the other Facility Documents members of the Bank Group, (a) to receive on behalf of each of the other members of the Bank Group any payment of principal of or Applicable Lawinterest on the Loans outstanding hereunder and all other amounts accrued hereunder paid to the Agent, or would beand promptly to distribute to each other member of the Bank Group its proper share of all payments so received; (b) to give notice within a reasonable time on behalf of each other member of the Bank Group to the Borrower of any Default of which the Agent has actual knowledge as provided in Section 8.08; (c) to distribute to the other members of the Bank Group copies of all notices, agreements and other material as provided for in its judgmentthis Agreement as received by the Agent; and (d) to distribute to the Borrower any and all requests, contrary to its duties hereunder, under demands and approvals received by the Agent from any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise member of the Administrative Agent’s reasonable discretionBank Group. Nothing herein contained shall be construed to constitute the Agent as a trustee for any holder of the Notes or of a participation therein, nor to impose on the Agent any duties or provide to a similar effect, it shall not obligations other than those expressly provided for in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerLoan Documents.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action actions as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent it by the terms hereof of this Agreement, and thereof, together with such other powers as are reasonably incidental thereto, subject thereto which may be necessary for the Administrative Agent to exercise in order for the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in provisions of the other Facility Loan Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebycarried out. As to any matters not expressly provided for by this Agreement or Agreement, the other Facility Documents, no Administrative Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingdoing) upon the written joint instructions of the Required Majority Lenders (or, with respect to the Collateral Agent, the which instructions shall be binding upon all Lenders. The Administrative Agent); provided that such Agent shall not be required to take any action pursuant to such instructions or otherwise which (i) exposes such Agent, in its judgment, it to personal liability, cost or expense or which (ii) is contrary to this AgreementAgreement or Applicable Laws, (iii) would require the other Facility Documents Administrative Agent to become registered to do business in any jurisdiction, or (iv) would subject the Administrative Agent to taxation. Each Lender acknowledges and agrees that, prior to the termination of the Commitments and the repayment in full of all Obligations, no Lender may take independent legal action to enforce any obligation of the Borrower (any such action to be taken by the Administrative Agent upon the decision of the Majority Lenders). Each Lender hereby acknowledges that, prior to the termination of the Commitments and the repayment in full of all Obligations and to the extent permitted by Applicable Law, or would be, in its judgment, contrary the Loan Documents and the remedies provided thereunder to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide Lenders are for the exercise benefit of the Administrative AgentAgent and Lenders collectively and acting together and not severally, and further acknowledges that, prior to the termination of the Commitments and the repayment in full of all Obligations, each Lender’s reasonable discretionrights hereunder and under the Loan Documents are to be exercised collectively, or provide to a similar effectnot severally, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerupon the decision of the Majority Lenders.

Authorization and Action. (a) Each Lender Party (and, in the case of the Collateral Agentits capacities as a Lender, the Administrative AgentSwing Line Bank (if applicable) and as an Issuing Bank (if applicable)) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the other Facility DocumentsNotes), no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (oror such greater number of Lenders as may be required pursuant to this Agreement, with respect to the Collateral Agentand such instructions shall be binding upon all Lender Parties and all holders of Notes; provided, however, that the Administrative Agent); provided that such Agent shall not be required to take any action which that exposes such Agent, in its judgment, the Administrative Agent to personal liability, cost liability or expense or which that is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in any Loan Document, the other Facility Documents no Person identified as a syndication agent, documentation agent, senior manager, joint lead arranger or Applicable Law, or would bejoint book running manager, in its judgmentsuch Person’s capacity as such, contrary shall have any obligations or duties to its duties hereunderany Loan Party, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold or any Lender Party under any of such Loan Documents. In its consent or exercise its discretion in an unreasonable manner.capacity as the Lender Parties’ contractual representative, the Administrative Agent is

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative an Agent’s consent may not be unreasonably withheld, provide USActive 54953942.1755479929.4-138- for the exercise of the Administrative such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative such Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Facility Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Facility Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No The Facility Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party Documents, or any fiduciary relationship with any Secured Party Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such the Facility Agent shall be read into this Agreement or any other Facility Document to which such the Facility Agent is a party (if any) as duties on its part to be performed or observed. No The Facility Agent shall not have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyhereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no the Facility Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent)Lenders; provided that such the Facility Agent shall not be required to take any action which exposes such the Facility Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Facility Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Facility Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or or, by refusing to provide instruction) to the Administrative Facility Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes ------------------------ the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No The Agent shall have any no duties or responsibilities, responsibilities except those expressly set forth herein or in this Agreement. The duties of the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into mechanical and administrative in nature, except as provided in Section 2.04. The Agent shall hold all payments and prepayments of principal and interest on the Loans and Note and any payments made pursuant to this Agreement (except pursuant to Section 2.07) or the Pledge Agreement in trust for the Lenders. The Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender, and nothing in this Agreement or any the other Facility Document Loan Documents, expressed or implied, is intended to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have impose upon the Agent any other duties or responsibilities obligations in respect of this Agreement or any the other Facility Document and the transactions contemplated hereby Loan Documents except as expressly set forth herein or therebytherein. As to any matters not expressly provided for by this Agreement Agreement, including enforcement or collection of the other Facility DocumentsLoans, no the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingrefraining) upon the written instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders (or, with respect to and any holder of the Collateral Agent, the Administrative Agent)Note; provided that such the Agent -------- shall not be required to take any action which exposes such Agent, in its judgment, the Agent to personal liability, cost or expense liability or which is contrary to this Agreementthe Loan Documents or applicable law; provided, further, that without the consent of all Lenders, the other Facility Documents Agent shall not -------- ------- increase a Lender's Commitment, change or Applicable Lawmodify the conditions precedent set forth in Article III, the timing or rates of interest payments, the timing or amount of commitment fees, or would bethe timing or amounts of principal payments due in respect of Loans, Section 5.02 or this Section 7.01, or release any Collateral (except as provided under the Loan Documents); and Provided, further, that the -------- ------- terms of this Article VII shall not be amended without the prior written consent of the Agent (acting for its own account). In the absence of instructions from the Majority Lenders, the Agent shall have authority, in its judgmentsole discretion, contrary to its duties hereunder, under take or not to take any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which action unless this Agreement specifically requires the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretionLenders, and any such action or provide failure to a similar effect, it act shall not in its instructions (or by refusing to provide instruction) to be binding on all the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerLenders and on the holder of the Note.

Authorization and Action. (a) Each Lender Party (and, in the case of the Collateral Agentits capacities as a Lender, the Administrative AgentSwing Line Bank (if applicable), the Issuing Bank (if applicable) and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. The Administrative Agent, subject to the terms hereof. No Agent its Affiliates and its or its Affiliates directors, officers, agents and employees shall not have any duties or responsibilities, responsibilities except that those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement and shall not be 66 62 a trustee or fiduciary for any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyLender Party. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the other Facility DocumentsNotes), no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (orLenders, with respect to the Collateral Agentand such instructions shall be binding upon all Lender Parties and all holders of Notes; provided, however, that the Administrative Agent); provided that such Agent shall not be required to take any action which that exposes such Agent, in its judgment, the Administrative Agent to personal liability, cost liability or expense or which that is contrary to this Agreement, any Loan Document or applicable law or unless the other Facility Documents or Applicable Law, or would be, in its judgment, contrary Administrative Agent shall first be indemnified to its duties hereunder, under satisfaction by the Lender Parties against any other Facility Document or under Applicable Lawand all liability and expense which may be incurred by the Administrative Agent by reason of taking any such action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), the Issuing Bank (if applicable) and a potential Hedge Bank) hereby agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to Agents other than the Administrative Agent withhold its consent shall have no duties under this Agreement or exercise its discretion in an unreasonable mannerapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrowers pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent None of the Agents or the Collateral Administrator shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent or the Collateral Administrator shall be read into this Agreement or any other Facility Document to which such Agent or the Collateral Administrator is a party (if any) as duties on its part to be performed or observed. No Agent None of the Agents or the Collateral Administrator shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent none of the Agents or the Collateral Administrator shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal or the Collateral Administrator liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s or the Administrative AgentCollateral Administrator’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s or the Administrative AgentCollateral Administrator’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative such Agent withhold its consent or exercise its discretion in an unreasonable manner.. 145

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or nor any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (andPurchaser hereby designates and appoints Bank One to act as Agent hereunder and under each other Transaction Document, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral such Purchaser's Managing Agent to take such action actions as agent the Agent or Managing Agent, as the case may be, on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the Agent or such Agent Managing Agent, respectively, by the terms hereof of this Agreement and thereof, the other Transaction Documents together with such powers as are reasonably incidental thereto, subject to . Neither the terms hereof. No Agent nor any Managing Agent shall have any duties or responsibilities, except those expressly set forth herein or in the any other Facility Documents to which it is a party Transaction Document, or any fiduciary relationship with any Secured Party Purchaser, and no implied covenants, functions, responsibilities, duties or duties, obligations or liabilities on the part of such the Agent or any Managing Agent shall be read into this Agreement or any other Facility Transaction Document to which or otherwise exist for the Agent or such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebyManaging Agent. As to any matters not expressly provided for by this Agreement (including, without limitation, any enforcement or collection activity), neither the other Facility Documents, no Agent nor any Managing Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders Investors. In performing its functions and duties hereunder and under the other Transaction Documents, (or, with respect to i) the Collateral Agent, the Administrative Agent); provided that such Agent shall not act solely as agent for the Purchasers, (ii) each Managing Agent shall act solely as agent for the Conduits and Investors in its related Purchase Group and (iii) neither the Agent nor any Managing Agent shall assume or be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller, or any of its successors or assigns, or any Swap Counterparty, or any of its successors or assigns. Neither the Agent nor any Managing Agent shall be required to take any action which exposes the Agent or such Agent, in its judgment, Managing Agent to personal liability, cost or expense liability or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Transaction Document or under Applicable Lawapplicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids and all Interest Rate Swap Obligations owing to Bank One, as Swap Counterparty. The appointment and authority of any Managing Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids owing to all members of such Managing Agent's Purchase Group. Each Lender agrees that in any instance in which Purchaser hereby authorizes the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise Agent to execute and/or file each of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it Uniform Commercial Code financing statements on behalf of such Purchaser (the terms of which shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerbe binding on such Purchaser).

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No The Agent shall have any no duties or responsibilities, responsibilities except those expressly set forth herein or in this Agreement. The duties of the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into mechanical and administrative in nature; the Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities obligations in respect of this Agreement or any the other Facility Document and the transactions contemplated hereby or therebyLoan Documents except as expressly set forth herein. As to any matters not expressly provided for by this Agreement Agreement, including enforcement or collection of the other Facility DocumentsLoans, no the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingrefraining) upon the written instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders (or, with respect to the Collateral Agent, the Administrative Agent); and any holders of any Note provided that such the Agent shall not be required to take any action which exposes such Agent, in its judgment, the Agent to personal liability, cost or expense liability or which is contrary to this Agreementthe Loan Documents or applicable law and provided, further, that without the consent of all Lenders, the other Facility Agent shall not release any collateral securing the Borrower's obligations under the Loan Documents or Applicable Lawchange or modify the Total Commitment (other than changes made pursuant to Section 2.03), any Lender's Commitment (other than changes made pursuant to Section 2.03), the definition of "Majority Lenders", the conditions precedent set forth in Article III, the timing or would berates of interest payments, the timing or amount of fees or the timing or amounts of principal payments due in respect of Loans, and provided, further, that the terms of Section 2.05, Section 2.11(c) and this Article VIII shall not be amended without the prior written consent of the Agent (acting for its own account). In the absence of instructions from the Majority Lenders, the Agent shall have authority (but no obligation), in its judgmentsole discretion, contrary to its duties hereundertake or not to take any action, under unless this Agreement specifically requires the consent of the Lenders or the consent of the Majority Lenders and any other Facility Document such action or under Applicable Lawfailure to act shall be binding on all the Lenders and on all holders of the Notes. Each Lender agrees that and each holder of any Note shall execute and deliver such additional instruments, including powers of attorney in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise favor of the Administrative Agent’s reasonable discretion, as may be necessary or provide desirable to a similar effect, it shall not in its instructions (or by refusing enable the Agent to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerpowers hereunder.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as administrative agent on its behalf and to exercise such powers under this Agreement and, to and the extent applicable, the other Facility Documents Note as are delegated by such Lender to such it as Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated Agent hereby or therebyaccepts such authorization and appointment. As to any matters not expressly provided for by this Agreement and the Note or provided for with specific reference to this Section 9.1 (including, without limitation, enforcement or collection of the other Facility DocumentsNote), no the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingaction) upon the written instructions of the Required Lenders (Board or, with respect to if the Collateral AgentBoard Guarantee is no longer in full force and effect, the Administrative Agent)Requisite Lenders and such instructions shall be binding upon all Lenders; provided provided, however, that such the Agent shall not be required to take any action which exposes such Agent, in its judgment, the Agent to personal liability, cost or expense liability or which is contrary to this Agreement, the other Facility Documents Board Guarantee, any Counter-Guarantee, any Counter-Guarantor Letter of Credit or Applicable Lawthe Note or applicable law. As to any provisions of this Agreement under which action may be taken or approval given by the Requisite Lenders or the Board or both, or would as the case may be, the action taken or approval given by the Requisite Lenders or the Board or both, as the case may be, shall be binding upon all Lenders to the same extent and with the same effect as if each Lender had joined therein. The Agent shall be entitled to rely upon any note, notice, consent, certificate, affidavit, letter, telegram, teletype message, facsimile transmission, statement, order or other document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons and, in its judgmentrespect of legal matters, contrary to its duties hereunder, under any other Facility Document or under Applicable Lawupon the opinion of counsel selected by the Agent. Each Lender agrees that in any instance in which The Agent may deem and treat the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise payee of the Administrative Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent’s reasonable discretion. Any request, authority or provide to a similar effectconsent of any Person who at the time of making such request or giving such authority or consent is the holder of the Note shall be conclusive and binding on any subsequent holder, it shall not in its instructions (transferee or by refusing to provide instruction) to assignee of the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerNote.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby Noteholder irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Note Purchase Documents as are delegated to such Agent it by the terms hereof of this Agreement and thereofthe other Note Purchase Documents, together with such all powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or and the other Facility Note Purchase Documents, no the Administrative Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingdoing) upon the written joint instructions of the Required Lenders (or, with respect to the Collateral Agent, the Holders which instructions shall be binding upon all Noteholders. The Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, (i) would expose it to personal liability, cost or expense or which (ii) is contrary to this AgreementAgreement or any applicable law, the other Facility Documents rule, regulation, judgment or Applicable Laworder, (iii) would require it to become registered to do business in any jurisdiction, or (iv) would be, in its judgment, contrary subject it to its duties hereunder, under any other Facility Document or under Applicable Lawtaxation. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide The provisions of this Article are solely for the exercise benefit of the Administrative Agent’s reasonable discretionAgent and the Noteholders, and neither the Company nor any other Obligor shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term "agent" herein or provide to a similar effect, it shall not in its instructions any other Note Purchase Documents (or by refusing to provide instructionany other similar term) with reference to the Administrative Agent withhold its consent is not intended to connote any fiduciary or exercise its discretion in 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 unreasonable manneradministrative relationship between contracting parties. The Administrative Agent is hereby authorized and directed by the Noteholders to enter into any intercreditor agreement (including the Intercreditor Agreement) on their behalf with the Investors and/or the Second Lien Agent with respect to the first ranking priority of the Liens created pursuant to the Security Documents and the application of proceeds of the Collateral, and each Noteholder hereby approves and agrees to be bound by any such intercreditor agreement (including the Intercreditor Agreement).

Authorization and Action. (a) Each Lender (andLender, in on behalf of itself and any of its Affiliates that are Secured Parties and the case of the Collateral Agent, the Administrative Agent) Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender and the Issuing Bank authorizes the Administrative Agent and the Collateral Agent to take such action actions as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to the Administrative Agent under such Agent by the terms hereof agreements and thereof, together with to exercise such powers as are reasonably incidental thereto. In addition, subject to the terms hereofextent required under the laws of any jurisdiction other than within the United States, each Lender and the Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Xxxxxx’s or such Issuing Bank’s behalf. No Without limiting the foregoing, each Lender and the Issuing Bank hereby authorizes the Administrative Agent shall have any duties or responsibilitiesto execute and deliver, except those expressly set forth herein or in and to perform its obligations under, each of the other Facility Loan Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Administrative Agent is a party party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. (if anyb) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or herein and in the other Facility DocumentsLoan Documents (including enforcement or collection), no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary, with respect pursuant to the Collateral Agentterms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and the Issuing Bank; provided, however, that the Administrative Agent); provided that such Agent shall not be required to take any action which that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Bank with respect to such Agent, in its judgment, to personal liability, cost action or expense or which (ii) is contrary to this AgreementAgreement or any other Loan Document or applicable law, including any action that may be in violation of the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, automatic stay under any other Facility Document requirement of law relating to bankruptcy, insolvency or under Applicable Law. Each reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender agrees that in violation of any instance in which the Facility Documents provide requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent’s consent Agent may not be unreasonably withheld, provide for seek clarification or direction from the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.124

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Related Documents and each Lender authorizes the Administrative Agent and the Collateral Agent to take such action actions as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, and the other Facility Related Documents as are delegated to the Administrative Agent under such Agent by the terms hereof agreements and thereof, together with to exercise such powers as are reasonably incidental thereto. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, subject and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Member of the terms hereofObligated Group or any Subsidiary or any Affiliate thereof as if it were not the Administrative Agent hereunder. No The Administrative Agent shall not have any duties or responsibilities, obligations except those expressly set forth herein or in the other Facility Documents Related Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to which it is a party or any fiduciary relationship with any Secured Party or other implied duties, regardless of whether a Default has occurred and no implied covenantsis continuing, functions, responsibilities, duties or obligations or liabilities on (b) the part of such Administrative Agent shall be read into this Agreement not have any duty to take any discretionary action or exercise any other Facility Document to which such discretionary powers, except discretionary rights and powers expressly contemplated by the Related Documents that the Administrative Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion as directed in writing by the Required Lenders (or take any action, but such other number or percentage of the Lenders as shall be required necessary under the circumstances as provided in Section 8.02), and, (c) except as expressly set forth in the Related Documents, the Administrative Agent shall not have any duty to act or to refrain from acting (disclose, and shall not be fully protected liable for the failure to disclose, any information relating to any Member of the Obligated Group or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in so acting any capacity. The Administrative Agent shall not be liable for any action taken or refraining from acting) upon not taken by it with the written instructions consent or at the request of the Required Lenders (or, with respect or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral AgentAdministrative Agent by the Borrower or a Lender, and the Administrative Agent); provided that such Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Related Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Related Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Related Document, (iv) the validity, enforceability, effectiveness or genuineness of any Related Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the collateral or the existence of the collateral, or (vi) the satisfaction of any condition set forth in Article III or elsewhere in any Related Document, other than to confirm receipt of items expressly required to take any action which exposes such be delivered to the Administrative Agent. Without limiting the foregoing, in each Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its judgmentobligations under, each of the Related Documents to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent’s consent Agent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerhave under such Related Documents.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No ‎No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or nor any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders (or, with respect to the Collateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) The Company and each Bank Investor hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action act as its agent on its behalf and to exercise such powers under this Agreement and, and the other Transaction Documents with such powers and discretion as are specifically delegated to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof of this Agreement and thereofthe other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 9.5 and the first sentence of Section 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, subject to the terms hereof. No Agent directors, employees, and agents): (a) shall not have any duties or responsibilities, responsibilities except those expressly set forth herein in this Agreement and shall not be a trustee or fiduciary for the Company or any Bank Investor; (b) shall not be responsible to the Company or any Bank Investor for any recital, statement, representation, or warranty (whether written or oral) made in or in the other Facility Documents to which it is a party connection with any Transaction Document or any fiduciary relationship with certificate or other document referred to or provided for in, or received by any Secured Party and no implied covenantsof them under, functionsany Transaction Document, responsibilitiesor for the value, duties validity, effectiveness, genuineness, enforceability, or obligations or liabilities on the part sufficiency of such Agent shall be read into this Agreement any Transaction Document, or any other Facility Document document referred to which such or provided for therein or for any failure by any of the Transferor, the Seller or the Collection Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the transactions contemplated hereby performance or thereby. As to observance of any matters not expressly provided for covenants or agreements by this Agreement any of the Transferor, the Seller or the other Facility Documents, no Collection Agent shall be required to exercise or the satisfaction of any discretion or take any action, but shall be required to act condition or to refrain from acting inspect the property (including the books and shall be fully protected in so acting or refraining from actingrecords) upon the written instructions of any of the Required Lenders (or, with respect to the Collateral AgentTransferor, the Administrative Agent)Seller or the Collection Agent or any of their Subsidiaries or Affiliates; provided that such Agent (d) shall not be required to take initiate or conduct any litigation or collection proceedings under any Transaction Document; and (e) shall not be responsible for any action which exposes such Agenttaken or omitted to be taken by it under or in connection with any Transaction Document, in except for its judgment, to personal liability, cost own gross negligence or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Lawwillful misconduct. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent The Agent may employ agents and attorneys-in-fact and shall not be unreasonably withheld, provide responsible for the exercise negligence or misconduct of the Administrative Agent’s any such agents or attorneys-in-fact selected by it with reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannercare.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such the Administrative Agent shall be read into this Agreement or any other Facility Document to which such the Administrative Agent is a party (if any) as duties on its part to be performed or observed. No The Administrative Agent shall not have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the other Facility Documents, no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or, with respect to the Collateral Agent, the Administrative Agent)Lenders; provided that such the Administrative Agent shall not be required to take any action which exposes such the Administrative Agent, in its judgment, to personal liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender Party (and, in the case of the Collateral Agentits capacities as a Lender, the Administrative AgentSwing Line Bank (if applicable) and as an Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the other Facility DocumentsNotes), no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (orLenders, with respect to the Collateral Agentand such instructions shall be binding upon all Lender Parties and all holders of Notes; provided, however, that the Administrative Agent); provided that such Agent shall not be required to take any action which that exposes such Agent, in its judgment, the Administrative Agent to personal liability, cost liability or expense or which that is contrary to this Agreement or applicable law, including without limitation, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in any Loan Document, the other Facility Documents no Person identified as a syndication agent, documentation agent, senior manager, sole lead arranger or Applicable Law, or would bebook-running manager, in its judgmentsuch Person’s capacity as such, contrary shall have any obligations or duties to its duties hereunderany Loan Party, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable mannerany other Lender Party under any of such Loan Documents.

Authorization and Action. (a) Each Lender (and, in the case of the Collateral Agent, the Administrative Agent) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any no duties or responsibilities, responsibilities except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, this Agreement. The duties or obligations or liabilities on the part of such Agent shall be read into mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon Agent any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities obligations in respect of this Agreement or any the other Facility Document and the transactions contemplated hereby or therebyLoan Documents except as expressly set forth herein. As to any matters not expressly provided for by this Agreement Agreement, including enforcement or collection of the other Facility DocumentsLoan, no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingrefraining) upon the written instructions of the Required Lenders (orMajority Lenders, with respect to the Collateral Agentand such instructions shall be binding upon all Lenders, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes such Agent, in its judgment, Agent to personal liability, cost or expense liability or which is contrary to this Agreementthe Loan Documents or applicable law and provided, further, that without the consent of all Lenders, Agent shall not: (i) change or modify the Commitment, any Lender's Pro Rata Share, or Funded Pro Rata Share of the Commitment, the other Facility Documents definition of "Available Amount" (or Applicable Lawany component used in calculating Available Amount including any defined term contained in the definition of Available Amount with respect to the use of such defined term therein), the definition of "Majority Lenders," the terms of this Section 10.1, the timing or would berates of interest payments, the timing or amount of facility fees, the timing or amounts of principal payments due in its judgmentrespect of the Loan, contrary to its duties hereunderany forgiveness of all or any portion of Revolving Loans or extension of the maturity date thereof, any provision in this Agreement requiring approval by a certain percentage of Lenders; or (ii) waive any Event of Default under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide Section 9.1(m) hereof; and provided, further, that the Administrative Agent’s consent may terms of Section 2.3 and this Article 10 shall not be unreasonably withheld, provide for amended without the exercise prior written consent of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner.

Authorization and Action. Each Lender Party (in its capacity ------------------------ as a Lender, the Swing Line Lender (if applicable), the L/C Bank (if applicable) and on behalf of itself and its Affiliates) hereby appoints (a) Each Lender BNP Paribas as its Administrative Agent, Xxxxxx Trust & Savings Bank as its Syndication Agent and Cooperative Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch as its Documentation Agent under and for purposes of this Agreement, the Notes and each other Loan Document, and (and, in the case b) BNP Paribas as its Administrative Agent under and for purposes of the Collateral Agent, the Administrative AgentDocuments. Each Lender Party (i) hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, and the other Facility Loan Documents as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental theretothereto and (ii) authorizes and instructs the Administrative Agent to enter into each of the Loan Documents, subject including the Intercreditor Agreements and any new intercreditor agreements required pursuant to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or therebySection 9.14. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the other Facility DocumentsNotes), no the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (orLenders, with respect to the Collateral Agentand such instructions shall be binding upon all Lender Parties and all holders of Notes; provided, however, -------- ------- that the Administrative Agent); provided that such Agent shall not be required to take any action which that exposes such Agent, the Administrative Agent to personal liability or that is contrary to this Agreement or applicable law. With respect to any action to be taken by the Administrative Agent in its judgment, to personal liability, cost or expense or which is contrary sole discretion pursuant to this Agreement, the other Facility Documents Administrative Agent may obtain the instructions of the Required Lenders and may act or Applicable Lawrefrain from acting (and shall be fully protected in so acting or refraining from acting) upon such instructions, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each and such instructions shall be binding upon all Lender agrees that in any instance in which the Facility Documents provide Parties and all holders of Notes; provided that the -------- Administrative Agent’s consent may Agent shall not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide required to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to take any action that exposes the Administrative Agent withhold its consent to personal liability or exercise its discretion in an unreasonable mannerthat is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to any of them by the Borrower pursuant to the terms of this Agreement.