Common use of Authorization and Action Clause in Contracts

Authorization and Action. Each Lender hereby appoints and authorizes Agent to take such action on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any liability or which is contrary to this Agreement, the other Loan Documents or applicable 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), the Administrative 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 instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes the Administrative Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or applicable law, unless . The Administrative Agent is indemnified agrees 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof give to each Lender prompt notice of each notice given to it by Mondelēz or any Borrower as required by the terms of this Agreement or at the request of Mondelēz or such Borrower, and any notice provided pursuant to Section 5.01(c)(iv). Notwithstanding any provision to the contrary contained elsewhere herein, no Agent shall notify each 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 at or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any time that Agent. Without limiting the Majority Lenders generality of the foregoing sentence, the use of the term “agent” herein with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such greater term is used merely as a matter of market custom, and is intended to create or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoreflect only an administrative relationship between independent contracting parties.

Authorization and Action. (a) Each Lender Class Investor hereby appoints and authorizes the related Class Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Transaction Documents as are delegated to such Class Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect The Class Conduits and/or the Bank Investors of any Lender. In performing its functions Class holding Commitments aggregating in excess of 66 and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection 2/3% of the Notes)Facility Limit of the related Class (the “Majority Class Investors”) may direct their respective Class Agent to take any such incidental action hereunder, however, with respect to such actions which are incidental to the actions specifically delegated to such Class Agent mayhereunder, but such Class Agent shall not be required to, exercise any discretion or to 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 instructions direction of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersClass Investors; provided, however, that such Class Agent shall not be fully justified in failing or refusing required to take any action which exposes Agent to hereunder if the taking of such action, in the reasonable determination of such Class Agent, shall be in violation of any liability or which is contrary to this Agreement, the other Loan Documents or applicable law, unless rule or regulation or contrary to any provision of this Agreement or shall expose such Class Agent is indemnified to liability hereunder or otherwise. In furtherance, and without limiting the generality, of the foregoing, each Class Investor hereby appoints its satisfaction related Class Agent as its agent to execute and deliver all further instruments and documents, and take all further action that such Class 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 such Class 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 Lenders against instruments or notices, as may be necessary or appropriate for the purposes stated herein above. Upon the occurrence and during the continuance of any and all liability and expense which it may incur by reason of taking Termination Event or continuing to Potential Termination Event, no Class Agent shall take any action hereunder (other than ministerial actions or such action. If Agent seeks actions as are specifically provided for herein) without the prior consent or approval of the related Majority Lenders Class Investors (which consent shall not be unreasonably withheld or delayed). In the event a greater Class Agent requests a Class Investor’s consent pursuant to the foregoing provisions and such Class Agent does not receive a consent (either positive or lesser number negative) from such Class Investor within 10 Business Days of Lenders as required such Class Investor’s receipt of such request, then such Class Investor (and its percentage interest hereunder) shall be disregarded in this Agreement), with respect to any action hereunder, determining whether such Class Agent shall send notice thereof to each Lender have obtained sufficient consent hereunder. (b) The Class Agents shall exercise such rights and shall notify each Lender at any time that powers vested in it by this Agreement and the Majority Lenders (other Transaction Documents, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoperson’s own affairs.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), the 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 instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which that exposes the Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or applicable law. Without limiting the generality of the foregoing, unless (a) the 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 indemnified to its satisfaction by continuing, (b) the other Lenders against Agent shall not have any and all liability and expense which it may incur by reason of taking or continuing duty to take any such action. If Agent seeks the consent discretionary action or approval of the Majority Lenders (or a greater or lesser number of Lenders as required in exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time Agreement that the Majority Agent is required to exercise in writing as directed by the Required Lenders (or such greater other number or lesser number percentage of Lendersthe Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have instructed any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to act have knowledge of any Default or refrain from acting Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant heretoto Section 5.01, and 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.

Authorization and Action. Each Lender hereby appoints WFCF as "Agent" under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and the other Loan Documents as are expressly delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, Agent shall not have by reason of any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement assumed a or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to Agent is not intended to connote any fiduciary relationship in respect or other implied (or express) obligations arising under agency doctrine of any Lenderapplicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. In performing its functions and duties under this Agreement, Agent shall act solely as agent on behalf of Lenders the Secured Parties and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, any Borrower. The provisions of this Section 11 are solely for the benefit of Agent and Lenders, and Borrowers shall have no rights as third party beneficiaries of any provisions of this Section 11. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes)Documents, Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, provided that Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any liability or which is contrary to this Agreement, the other Loan Documents or applicable 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), an Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Joint Lead Arrangers and each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Joint Lead Arrangers and such Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), no Agent may, but nor the Joint Lead Arrangers 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 instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that no Agent nor the Joint Lead Arrangers shall be fully justified in failing or refusing required to take any action which that exposes such Agent nor the Joint Lead Arrangers to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or applicable law, unless . Each Agent is indemnified agrees 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof give to each Lender and shall notify Party prompt notice of each Lender at any time notice given to it by the Borrower pursuant to the terms of this Agreement. Except as may otherwise be agreed in writing, each of the Lenders agrees that the Majority Lenders (Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from the Loan Parties or any such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoauthorized signatory in doing so.

Authorization and Action. Each Lender hereby appoints and authorizes Agent to take such action on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, BorrowerBorrowers. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any liability or which is contrary to this Agreement, the other Loan Documents or applicable 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), the Administrative 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 instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes the Administrative Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or applicable law, unless . The Administrative Agent is indemnified agrees 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof give to each Lender prompt notice of each notice given to it by Kraft Foods or any Borrower as required by the terms of this Agreement or at the request of Kraft Foods or such Borrower, and any notice provided pursuant to Section 5.02(c)(iv). Notwithstanding any provision to the contrary contained elsewhere herein, no Agent shall notify each 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 at or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any time that Agent. Without limiting the Majority Lenders generality of the foregoing sentence, the use of the term “agent” herein with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such greater term is used merely as a matter of market custom, and is intended to create or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoreflect only an administrative relationship between independent contracting parties.

Authorization and Action. (1) Each Lender hereby irrevocably appoints and authorizes the Agent to take such action be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent or the Lenders under this Agreement to the extent specifically provided herein and the other Loan Documents as are delegated to Agent by on the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender thereto and the Agent hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions accepts such appointment and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerauthorization. As to any matters not expressly provided for by this Agreement and Agreement, the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but shall not be required to, to exercise any discretion or take any action, but but, subject to Section 14.10, shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of the Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which exposes the Agent to liability in such capacity or which could result in the Agent’s incurring any liability costs and expenses, without provision being made for indemnity of the Agent by the Lenders against any loss, liability, cost or expense incurred, or to be incurred or which is contrary to this Agreement, the other Loan Documents Agreement or applicable law. (2) The Lenders agree that all decisions as to actions to be or not to be taken, unless Agent is indemnified as to its satisfaction by consents or waivers to be given or not to be given, as to determinations to be made and otherwise in connection with this Agreement and 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 Documents, shall be made upon the consent or approval decision of the Majority of the Lenders (except in respect of a decision or a greater or lesser number of Lenders as required determination where it is specifically provided in this Agreement)Agreement that “all of the Lenders” or “the Lenders” or words to similar effect, or the Agent alone, is to be responsible for same. Each of the Lenders shall be bound by and agrees to abide by and adopt all decisions made as aforesaid and covenants in all communications with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent Borrower to act in concert and to join in the action, consent, waiver, determination or refrain from acting pursuant heretoother matter decided as aforesaid.

Authorization and Action. Each Lender (a) By accepting the benefits of this Agreement, each Secured Party hereby designates and appoints DZ Bank to act as its agent hereunder and under each other Related Document, and authorizes the Agent to take such action actions as agent on its behalf and to exercise such powers under as are delegated to the Agent by the terms of this Agreement and the other Loan Related Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that The Agent shall not have by reason any duties or responsibilities, except those expressly set forth herein or in any other Related Document, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement assumed a fiduciary relationship in respect of or any Lenderother Related Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under this Agreementthe other Related Documents, the Agent shall act solely as agent of Lenders for the Secured Parties and does not assume nor shall not assume, or be deemed to have assumed, assumed any obligation toward, or relationship of trust or agency or trust with or for, Borrowerfor any GWG Party. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), The Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes the Agent to any personal liability or which is contrary to this Agreement, the any other Loan Documents Related Document or applicable law. The appointment and authority of the Agent hereunder shall terminate on the Final Payout Date. Each Secured Party hereby authorizes the Agent to execute each of the Uniform Commercial Code financing statements, unless together with such other instruments or documents determined by the Agent to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Secured Parties contemplated hereunder, on behalf of such Secured Party (the terms of which shall be binding on such Secured Party). Each Secured Party hereby authorizes the Agent to execute and/or authorize releases and Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of any Loans. Each Borrower may in any event act in accordance with the instructions of the Agent without further inquiry into the authority of the Agent to give such instructions. (b) Without limiting the generality of the foregoing, the Agent is indemnified authorized (but not required) to its satisfaction by act on behalf of the Secured Parties in connection with providing such instructions, approvals, waivers or consents as may from time to time be required hereunder or under the other Lenders against any and all liability and expense which it may incur by reason of taking Related Documents to permit or continuing authorize or direct each Borrower 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, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretotaking any action under the Related Documents; provided that the Agent may at any time, in its sole discretion, elect to refrain from providing any such instructions, approvals, waivers or consents until such time as it shall have received the consent thereto of the Lender.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable) and as an Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), the Administrative 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 instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes the Administrative Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or applicable law, unless Agent is indemnified to its satisfaction by including without limitation, for the other Lenders against avoidance of doubt, any and all liability and expense which it action that may incur by reason of taking or continuing to take any such action. If Agent seeks the consent or approval be in violation of the Majority Lenders (automatic stay under any Debtor Relief Law or that may effect a greater forfeiture, modification or lesser number termination of Lenders as required property of a Defaulting Lender in this Agreement), with respect violation of any Debtor Relief Law. The Administrative Agent agrees to any action hereunder, Agent shall send notice thereof give to each Lender and 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, no Person identified as a co-syndication agent, documentation agent, senior manager, joint lead arranger or joint bookrunner, in such Person’s capacity as such, shall notify each have any obligations or duties to any Loan Party, the Administrative Agent or any other Lender at Party under any time that of such Loan Documents. In its capacity as the Majority Lenders (or such greater or lesser number Lender Parties’ contractual representative, the Administrative Agent is a “representative” of Lenders) have instructed Agent to act or refrain from acting pursuant heretothe Lender Parties as used within the meaning of “Secured Party” under Section 9-102 of the Uniform Commercial Code.

Authorization and Action. (1) Each Lender hereby irrevocably appoints and authorizes the Agent to take such action be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent or the Lenders under this Agreement to the extent specifically provided herein and the other Loan Documents as are delegated to Agent by on the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender thereto and the Agent hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions accepts such appointment and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerauthorization. As to any matters not expressly provided for by this Agreement and Agreement, the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but shall not be required to, to exercise any discretion or take any action, but but, subject to Section 14.10, shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of the Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which exposes the Agent to liability in such capacity or which could result in the Agent’s incurring any liability costs and expenses, without provision being made for indemnity of the Agent by the Lenders against any loss, liability, cost or expense incurred, or to be incurred or which is contrary to this Agreement, the other Loan Documents Agreement or applicable law. (2) The Lenders agree that all decisions as to actions to be or not to be taken, unless Agent is indemnified as to its satisfaction by consents or waivers to be given or not to be given, as to determinations to be made and otherwise in connection with this Agreement and 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 Documents, shall be made upon the consent or approval decision of the Majority of the Lenders (except in respect of a decision or a greater or lesser number of Lenders as required determination where it is specifically provided in this Agreement)Agreement that “all of the Lenders” or “all Lenders” or words to similar effect, or the Agent alone, is to be responsible for same. Each of the Lenders shall be bound by and agrees to abide by and adopt all decisions made as aforesaid and covenants in all communications with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent Borrower to act in concert and to join in the action, consent, waiver, determination or refrain from acting pursuant heretoother matter decided as aforesaid.

Authorization and Action. Each Lender hereby appoints and authorizes Agent to take such action on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, BorrowerCo-Borrowers. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any liability (for which Agent, in the reasonable exercise of its discretion, believes it is not adequately indemnified against) or which is contrary to this Agreement, the other Loan Documents or applicable 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and authorizes Agent to take such action on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, BorrowerBorrower or any of its Subsidiaries. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any liability or which is contrary to this Agreement, the other Loan Documents or applicable 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. (a) Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Without limitation of the foregoing, each Lender hereby acknowledges authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent shall not may have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. such Loan Documents. (b) As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), the Administrative 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be fully justified in failing or refusing required to take any action which the Administrative Agent in good faith believes exposes Agent it to any personal liability or which is contrary to this Agreement, the other Loan Documents Agreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of (a) each notice and, unless (b) to the extent the Administrative Agent is indemnified grants any consents, approvals, disapprovals or waivers to its satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking or continuing Borrower pursuant to take any such action. If Agent seeks the consent or approval directions of the Majority Lenders (or a greater or lesser number all of the Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof of such consent, approval, disapproval or waiver, given to each Lender and shall notify each Lender at it by, or by it to, any time that Loan Party pursuant to the Majority Lenders (terms of this Agreement or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretothe other Loan Documents.

Authorization and Action. Each Lender hereby Bank appoints and authorizes Bank One to act as the Administrative Agent hereunder, and each Bank irrevocably authorizes the Administrative Agent (for so long as the Administrative Agent remains in such capacity under this Agreement) to take act as the contractual representative of such action Bank with only the rights and duties expressly set forth herein. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIII. Notwithstanding the use of the defined term "Administrative Agent," it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Bank by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Banks with only those duties as are expressly set forth in this Agreement. In its capacity as the Banks' contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the Banks, (ii) is a "representative" of the Banks within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement. Each Bank agrees to assert no claim against the Administrative Agent on its behalf any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Bank waives. The Administrative Agent shall have and to may exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental theretohereto. Each Lender hereby acknowledges that The Administrative Agent shall not have no implied duties to the Banks, or any obligation to the Banks to take any action hereunder, except any action specifically provided by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or to be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowertaken by the Administrative Agent. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), the Administrative 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderBanks, and such instructions shall be binding upon all LendersBanks and all holders of the Notes; provided, however, that the Administrative Agent shall not be fully justified in failing or refusing required to take any action which exposes the Administrative Agent to any personal liability or which is contrary to this Agreement, the other Loan Documents Agreement or applicable law. The Administrative Agent agrees to give to each Bank prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement. The Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other instrument, unless document or agreement executed in connection herewith by or through employees, agents, and attorney-in-fact and shall not be answerable to the Banks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without limiting the foregoing, the Administrative Agent is indemnified may appoint any Affiliate as its agent for all matters relating to its satisfaction Advances made in Alternative Currencies. Each such agent shall be entitled to all of the rights and benefits granted to the Administrative Agent hereunder, and each Bank shall treat any notice given by any such agent as if it had been given directly 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, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoAdministrative Agent.

Authorization and Action. Each Lender hereby appoints and authorizes Agent to take such action on its behalf and to exercise such powers under this Agreement Agreement, and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, BorrowerBorrowers. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, provided that Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any liability or which is contrary to this Agreement, Agreement or the other Loan Documents or applicable 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and authorizes Agent to take such action on its behalf and to exercise such powers under this Agreement Agreement, and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), Agent may, but 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 instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, however, that Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any liability under this Agreement or which is contrary to this Agreement, the other Loan Documents Documents, or applicable lawin relation hereto or thereto, unless Agent is shall first be indemnified (upon requesting such indemnification) 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 the Majority Required Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Required Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and authorizes Agent Rabobank to take such action on its behalf and as the Administrative Agent to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to Agent them respectively by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of Documents, the Notes), Administrative 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 instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, provided that the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes Agent it or its officers or directors to any personal liability or which that is contrary to this AgreementAgreement or Applicable Law. Except for action requiring the approval of the Required Lenders, the other Loan Documents Administrative Agent shall be entitled to use its discretion with respect to exercising or applicable lawrefraining from exercising any rights which may be vested in it by, unless Agent is indemnified and with respect to its satisfaction by the other Lenders against taking or refraining from taking any and all liability and expense action or actions which it may incur by reason of taking or continuing be able to take under or in respect of, any Loan Document, unless the Administrative Agent shall have been instructed by the Required Lenders to exercise or refrain from exercising such rights or to take or refrain from taking such action. If The Administrative Agent seeks the consent shall not incur any liability under or approval in respect of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), any Loan Document with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act anything which it may do or refrain from acting pursuant heretodoing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its gross negligence or willful misconduct as determined by a final, non-appealable judicial order.

Authorization and Action. (a) Each Lender Investor hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Transaction Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender In furtherance, and without limiting the generality, of the foregoing, each Investor hereby acknowledges appoints the Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Agent shall not have may deem necessary or appropriate or that any 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 reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assumethe Transferor hereunder, or be deemed to have assumedenable any of them to exercise or enforce any of their respective rights hereunder, any obligation towardincluding, without limitation, the execution by the Agent as secured party/assignee of such financing or continuation statements, or relationship of agency amendments thereto or trust with assignments thereof, relative to all or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes)Receivables now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. The Majority Investors may direct the Agent mayto take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Agent hereunder, but the Agent shall not be required to, exercise any discretion or to 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 instructions direction of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersInvestors; provided, that however, the Agent shall not be fully justified in failing or refusing required to take any action which exposes hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any applicable law, rule or regulation or contrary to any provision of this Agreement or shall expose the Agent to liability hereunder or otherwise. Upon the occurrence and during the continuance of any liability Termination Event or Potential Termination Event, the 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 is contrary consent shall not be unreasonably withheld or delayed). The Agent shall not, without the prior written consent of all Bank Investors, agree to (i) amend, modify or waive any provision of this Agreement in any way which would (A) reduce or impair Collections or the payment of Discount or fees payable hereunder to the Investors or delay the scheduled dates for payment of such amounts, (B) increase the Servicing Fee (other than as permitted pursuant to Section 6.2(b)), (C) modify any provisions of this Agreement or the Receivables Purchase Agreement or the Parent Agreement relating to the timing of payments required to be made by the Transferor, any Originating Entity, FME KGaA or FMCH or the application of the proceeds of such payments, (D) permit the appointment of any Person (other than the Agent) as successor Collection Agent, (E) release any property from the lien provided by this Agreement (other than as expressly contemplated herein) or (F) extend or permit the extension of the Commitment Termination Date without the consent of each Bank Investor. The Agent shall not, without the prior written consent of each Administrative Agent, agree to amend, modify or waive any provision of this Agreement, the other Loan Documents Transferring Affiliate Letter, the BMA Transfer Agreement, the Receivables Purchase Agreement or applicable lawthe Parent Agreement. The Agent shall not agree to any amendment of this Agreement which increases the dollar amount of any Investor’s Commitment without the prior consent of such Investor. In addition, unless the Agent is indemnified shall not agree to its satisfaction by any amendment of this Agreement not specifically described in 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 two preceding sentences without the consent or approval of the Majority Lenders Investors (which consent shall not be unreasonably withheld or delayed). In the event the Agent requests any Investor’s consent pursuant to the foregoing provisions and the Agent does not receive a greater consent (either positive or lesser number negative) from such Investor within 10 Business Days of Lenders as required such Investor’s receipt of such request, then such Investor (and its percentage interest hereunder) shall be disregarded in this Agreement), with respect to any action hereunder, determining whether the Agent shall send notice thereof to each Lender have obtained sufficient consent hereunder. (b) The Agent shall exercise such rights and shall notify each Lender at any time that powers vested in it by this Agreement and the Majority Lenders (other Transaction Documents, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoperson’s own affairs.

Authorization and Action. Each Lender (a) The Company and each Bank Investor hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents Security Agreement as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender In furtherance, and without limiting the generality of the foregoing, the Company and each Bank Investor hereby acknowledges appoints the Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Agent shall not have may deem necessary or appropriate or that the Company or a Bank 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 reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assumethe Issuer hereunder, or be deemed to have assumedenable any of them to exercise or enforce any of their respective rights hereunder, any obligation towardincluding, without limitation, the execution by the Agent as secured party/assignee of such financing or continuation statements, or relationship amendments thereto or assignments thereof, relative to all or any of agency the Receivables now existing or trust with hereafter arising, and such other instru ments or fornotices, Borroweras may be necessary or appropriate for the purposes stated hereinabove. As to any matters not expressly provided for by this Agreement The Company and the Majority Investors may direct the Agent to take any such incidental action hereunder. With respect to other Loan Documents (including without limitation enforcement and collection of actions which are incidental to the Notes)actions specifically delegated to the Agent hereunder, the Agent may, but shall not be required to, exercise any discretion or to 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 instructions direction of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersInvestors; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which exposes Agent to hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any liability or which is contrary to this Agreement, the other Loan Documents or applicable law, unless rule or regulation or contrary to any provision of this Agreement or shall expose the Agent is indemnified to its satisfaction by liability hereunder or otherwise. Upon the occurrence and during the continuance of any Termination Event or Potential Termination Event the Agent shall take no action hereunder (other Lenders against any and all liability and expense which it may incur by reason of taking than ministerial actions or continuing to take any such action. If Agent seeks actions as are specifically provided for herein) without the prior consent or approval of the Majority Lenders (Investors. "Majority Investors" shall mean, at any time, the Agent and those Bank Investors which hold Commitments aggregating in excess of 50% of the Facility Limit as of such date. In the event the Agent requests the Company's or a greater Bank Investor's consent pursuant to the foregoing provisions and the Agent does not receive a consent (either positive or lesser number negative) from the Company or such Bank Investor within 10 Business Days of Lenders as required the Company's or Bank Investor's receipt of such request, then the Company or such Bank Investor (and its percentage interest hereunder) shall be disregarded in this Agreement), with respect to any action hereunder, determining whether the Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoobtained sufficient consent hereunder.

Authorization and Action. Each Lender (in its capacities as a Lender and Issuing Bank, as applicable) hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Revolving Credit Notes), the Agent may, but shall not be required to, to exercise any discretion (other than such discretion as is delegated to the Agent under the terms of this Agreement, together with such powers as are reasonably incidental thereto) 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 instructions of the Majority Lenders, whenever Required Lenders (or such instruction other number or percentage of the Lenders as shall be requested by Agent or required hereundernecessary, or a greater or lesser number of Lenders if so required hereunderas the Agent shall believe in good faith shall be necessary, under the circumstances), and such instructions shall be binding upon all LendersLenders and all holders of Revolving Credit Notes; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which that, in its opinion or in the opinion of counsel to the Agent, exposes the Agent or its Affiliates and their officers, directors, employees, agents and advisors to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or applicable law, unless . The Agent is indemnified agrees 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. The provisions of this Article are solely for the benefit of the Agent, the Lenders, and the Issuing Banks, and the Borrower shall notify each Lender at not have rights as a third party beneficiary of any time that the Majority Lenders (or of such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoprovisions.

Authorization and Action. Each Lender hereby appoints and irrevocably authorizes Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and or thereof, together with such powers as are reasonably incidental thereto. Without limitation of the foregoing, each Lender hereby expressly authorizes Agent to execute, deliver and perform its obligations hereunder and under each of the Loan Documents to which Agent is a party, and to exercise hereunder or thereunder all rights, powers and remedies that Agent may have hereunder or thereunder. Each Lender hereby acknowledges agrees that any action taken by Agent shall not have by reason in accordance with the provisions of this Agreement assumed a fiduciary relationship in respect or the Security Documents, and the exercise by Agent of any Lender. In performing its functions the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, will be authorized and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerbinding upon all Lenders. As to any matters not expressly provided for hereunder or by this Agreement and the other Loan Security Documents (including including, without limitation limitation, enforcement and or collection of the NotesObligations), Agent may, but shall will not be required to, to exercise any discretion or take any action, but shall will be required to act or to refrain from acting (and shall will be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall will be binding upon all Lenders; provided. The duties of Agent will be mechanical and administrative in nature and Agent will have no fiduciary relationship in respect of any Lender. If Agent requests instructions from any Lender with respect to any act or failure to act in connection with this Agreement, that the Credit Facilities or any of the Security Documents, Agent shall will be fully justified in failing entitled to refrain from such act or refusing taking such action unless and until Agent has received instructions and Agent will have no liability to any Person or Lender by reason of so refraining. Agent will not be required to take any action which exposes Agent to any personal liability or which is contrary to this Agreement, the other Loan Documents any Security Document or applicable 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), the 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 instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which that exposes the Agent to any personal liability or which that 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. In performing its functions and duties hereunder, the Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. The Agent shall not have, by reason hereof or any of the other Loan Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect hereof or any of the other Loan Documents except as expressly set forth herein or applicable 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretotherein.

Authorization and Action. (a) Each Lender hereby appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other 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. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the NotesObligations of the Loan Parties), 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 instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that no Agent shall be fully justified in failing or refusing required to take any action which that exposes such Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or applicable law. (b) In furtherance of the foregoing, unless each Lender hereby appoints and authorizes the Collateral Agent is indemnified to its satisfaction by act as the other Lenders against agent of such Lender for purposes of acquiring, holding and enforcing any and all liability Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and expense which discretion as are reasonably incidental thereto. In this connection, the Collateral Agent (and any Supplemental Collateral Agents appointed by the Collateral Agent pursuant to Section 7.01(c) for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Pledge Agreement, or for exercising any rights or remedies thereunder at the direction of the Collateral Agent) shall be entitled to the benefits of this Article VII (including, without limitation, Section 7.05) as though the Collateral Agent (and any such Supplemental Collateral Agents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto. (c) Any Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Pledge Agreement or of exercising any rights and remedies thereunder at the direction of the Collateral 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 Collateral Agent may also from time to time, when the Collateral Agent deems it may incur by reason 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 taking or continuing the Collateral; provided, however, that no such Supplemental Collateral Agent shall be authorized 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), action with respect to any action hereunderCollateral unless and except to the extent expressly authorized in writing by the Collateral Agent. Should any instrument in writing from the Borrower or any other Loan Party be required by any Supplemental Collateral Agent so appointed by the Collateral 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 shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon the reasonable request therefor by the Collateral 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 and be exercised by the Collateral Agent until the appointment of a new Supplemental Collateral Agent. No Agent shall send notice thereof to each Lender and shall notify each Lender at be responsible for the negligence or misconduct of any time agent, attorney-in-fact or Supplemental Collateral Agent that it selects in accordance with the Majority Lenders (foregoing provisions of this Section 7.01(c) in the absence of such Agent’s gross negligence or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretowillful misconduct.

Authorization and Action. Each Lender hereby Bank appoints and authorizes Bank One to act as the Administrative Agent hereunder, and each Bank irrevocably authorizes the Administrative Agent (for so long as the Administrative Agent remains in such capacity under this Agreement) to take act as the contractual representative of such action Bank with only the rights and duties expressly set forth herein. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIII. Notwithstanding the use of the defined term "Administrative Agent," it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Bank by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Banks with only those duties as are expressly set forth in this Agreement. In its capacity as the Banks' contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the Banks, (ii) is a "representative" of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement. Each Bank agrees to assert no claim against the Administrative Agent on its behalf any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Bank waives. The Administrative Agent shall have and to may exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental theretohereto. Each Lender hereby acknowledges that The Administrative Agent shall not have no implied duties to the Banks, or any obligation to the Banks to take any action hereunder, except any action specifically provided by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or to be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowertaken by the Administrative Agent. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), the Administrative 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderBanks, and such instructions shall be binding upon all LendersBanks and all holders of the Notes; provided, however, that the Administrative Agent shall not be fully justified in failing or refusing required to take any action which exposes the Administrative Agent to any personal liability or which is contrary to this Agreement, the other Loan Documents Agreement or applicable law. The Administrative Agent agrees to give to each Bank prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement. The Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other instrument, unless document or agreement executed in connection herewith by or through employees, agents, and attorney-in-fact and shall not be answerable to the Banks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without limiting the foregoing, the Administrative Agent is indemnified may appoint any Affiliate as its agent for all matters relating to its satisfaction Advances made in Alternative Currencies. Each such agent shall be entitled to all of the rights and benefits granted to the Administrative Agent hereunder, and each Bank shall treat any notice given by any such agent as if it had been given directly 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, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoAdministrative Agent.

Authorization and Action. Each Lender (in its capacities as a Lender and Issuing Bank (as applicable)) hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), the 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 instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLenders and all holders of Notes; providedPROVIDED, HOWEVER, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any liability or which is contrary to under this Agreement, Agreement and the other Loan Documents or applicable law, unless Agent is it shall first be indemnified to its satisfaction by the other Lenders against any and all liability and expense which may be incurred by it may incur by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. If The 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 agrees to any action hereunder, Agent shall send notice thereof 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 Loan Documents by or through agents or attorneys-in-fact and shall notify each Lender at be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any time that agent or attorneys-in-fact selected by the Majority Lenders (Agent in the absence of gross negligence or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretowillful misconduct.

Authorization and Action. Each Lender hereby appoints and authorizes Agent to take such action on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, any Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Revolving Notes), Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any liability or which is contrary to this Agreement, the other Loan Documents or applicable 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and irrevocably authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Second Restated Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and or thereof, together with such powers as are reasonably incidental thereto. Without limitation of the foregoing, each Lender hereby expressly authorizes the Agent to execute, deliver and perform its obligations hereunder and under each of the Loan Documents to which the Agent is a party, and to exercise hereunder or thereunder all rights, powers and remedies that the Agent may have hereunder or thereunder. Each Lender hereby acknowledges agrees that any action taken by the Agent shall not have by reason in accordance with the provisions of this Second Restated Credit Agreement assumed a fiduciary relationship in respect or the Loan Documents, and the exercise by the Agent of any Lender. In performing its functions the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerbinding upon all Lenders. As to any matters not expressly provided for hereunder or by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the NotesObligations), the Agent may, but shall will not be required to, to exercise any discretion or take any action, but shall will be required to act or to refrain from acting (and shall will be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall will be binding upon all the Lenders; provided. The duties of the Agent will be mechanical and administrative in nature and the Agent will have no fiduciary relationship in respect of any Lender. If the Agent shall request instructions from any Lenders with respect to any act or failure to act in connection with this Second Restated Credit Agreement, that the Credit Facilities or any of the Loan Documents, the Agent shall be fully justified in failing entitled to refrain from such act or refusing taking such action unless and until the Agent has received instructions and the Agent will have no liability to any Person or Lender by reason of so refraining. The Agent will not be required to take any action which exposes the Agent to any personal liability or which is contrary to this Second Restated Credit Agreement, the other Loan Documents any Security Document or applicable 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender (in its capacities as a Lender and Issuing Bank, as applicable) hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Revolving Credit Notes), the Agent may, but shall not be required to, to exercise any discretion (other than such discretion as is delegated to the Agent under the terms of this Agreement, together with such powers as are reasonably incidental thereto) 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 instructions of the Majority Lenders, whenever Required Lenders (or such instruction other number or percentage of the Lenders as shall be requested by Agent or required hereundernecessary, or a greater or lesser number of Lenders if so required hereunderas the Agent shall believe in good faith shall be necessary, under the circumstances), and such instructions shall be binding upon all LendersLenders and all holders of Revolving Credit Notes; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which that, in its opinion or in the opinion of counsel to the Agent, exposes the Agent or its Affiliates and their officers, directors, employees, agents and advisors to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or applicable law, unless . The Agent is indemnified agrees 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. The provisions of this Article are solely for the benefit of the Agent, the Lenders, and the Issuing Banks, and the Borrower shall notify each Lender at not have rights as a third party beneficiary of any time of such provisions. It is understood and agreed that the Majority Lenders use of the term “agent” herein (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such greater term is used as a matter of market custom, and is intended to create or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoreflect only an administrative relationship between contracting parties.

Authorization and Action. (a) Each Lender Purchaser hereby designates and appoints First Chicago to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such action actions as agent on its behalf and to exercise such powers under as are delegated to the Agent by the terms of this Agreement and the other Loan Transaction Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that The Agent shall not have by reason any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement assumed a fiduciary relationship in respect of or any Lenderother Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under this Agreementthe other Transaction Documents, the Agent shall act solely as agent of Lenders for the Purchasers and does not assume nor shall not assume, or be deemed to have assumed, assumed any obligation toward, or relationship of trust or agency or trust with or for, Borrowerfor the Seller or any of its successors or assigns. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), The Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes the Agent to any personal liability or which is contrary to this Agreement, the any other Loan Documents Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to execute each of the Uniform Commercial Code financing statements, unless together with such other instruments or documents determined by the Agent to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Purchasers contemplated hereunder, on behalf of such Purchaser (the terms of which shall be binding on such Purchaser). (b) Without limiting the generality of the foregoing, the Agent is indemnified authorized (but not required) to its satisfaction by act on behalf of the other Lenders against any and all liability and expense which it Purchasers in connection with providing such instructions, approvals, waivers or consents as may incur by reason of taking from time to time be required hereunder or continuing under the Transfer Agreement to permit or authorize or direct the Seller 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, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretotaking any action under the Transfer Agreement; PROVIDED that the Agent may at any time, in its sole discretion, elect to refrain from providing any such instructions, approvals, waivers or consents until such time as it shall have received the consent thereto of the Required Investors.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), the Administrative 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 instructions of the Majority Lenders, whenever Required Lenders (or such instruction other number or percentage of the Lenders as shall be requested by Agent or required hereundernecessary, or a greater or lesser number of Lenders if so required hereunderas the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided herein), and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that, in its opinion, exposes the Administrative Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or applicable law, unless . The Administrative Agent is indemnified agrees 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof 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 notify each 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 at or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any time that Agent. Without limiting the Majority Lenders generality of the foregoing sentence, the use of the term “agent” herein with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such greater term is used merely as a matter of market custom, and is intended to create or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoreflect only an administrative relationship between independent contracting parties.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), the Administrative 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 instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes the Administrative Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or applicable law, unless . The Administrative Agent is indemnified agrees 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof give to each Lender prompt notice of each notice given to it by Kraft Foods Global as required by the terms of this Agreement or at the request of Kraft Foods Global, and any notice provided pursuant to Section 5.02(b)(iv). Notwithstanding any provision to the contrary contained elsewhere herein, no Agent shall notify each 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 at or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any time that Agent. Without limiting the Majority Lenders generality of the foregoing sentence, the use of the term “agent” herein with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such greater term is used merely as a matter of market custom, and is intended to create or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoreflect only an administrative relationship between independent contracting parties.

Authorization and Action. Each Lender hereby appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The duties of Agent shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions ; and duties under nothing in this AgreementAgreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon Agent shall act solely any obligations in respect of this Agreement or the other Loan Documents except as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerexpressly set forth herein. As to any matters not expressly provided for by this Agreement and the other Loan Documents (Agreement, including without limitation enforcement and or collection of the Notes)Loan, 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 actingrefraining) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, provided that Agent shall not be fully justified in failing or refusing required to take any action which exposes Agent to any personal liability or which is contrary to this Agreement, the other Loan Documents or applicable lawlaw and provided, unless further, that without the consent of all Lenders, Agent is indemnified 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 definition of "Majority Lenders," 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, 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 sole discretion, to its satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking take or continuing not to take any such action. If Agent seeks , unless this Agreement specifically requires the consent of Lenders or approval the consent of the Majority Lenders (and any such action or a greater failure to act shall be binding on all Lenders and holders of the Notes. Each Lender shall execute and deliver such additional instruments, including powers of attorney in favor of Agent, as may be necessary or lesser number of Lenders as required in this Agreement), with respect desirable to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed enable Agent to act or refrain from acting pursuant heretoexercise its powers hereunder.

Authorization and Action. Each Lender hereby irrevocably appoints U.S. Bank as Agent, and authorizes Agent to act as its agent under the Loan Documents and to take such action actions on its such Lender's behalf and to exercise such powers and perform such duties under this Agreement and the other Loan Documents as are expressly delegated to Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Loan Document or otherwise exist against Agent. Notwithstanding anything to the contrary contained herein, Agent shall not have be required to take any action which is contrary to any Loan Document or applicable law. Neither Agent nor any Lender shall be responsible to any other Lender for any recitals, statements, representations or warranties made by reason of this Agreement assumed a fiduciary relationship Borrower contained in respect any Loan Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any LenderLoan Document or the Collateral or for any failure by Borrower to perform its respective obligations hereunder or thereunder. In performing Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its functions and duties directors, officers, employees or agents shall be responsible to any Lender 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 willful misconduct. Except as otherwise provided under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed take such action with respect to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of as shall be directed by the Notes)Majority Lenders. Notwithstanding the foregoing, Agent mayshall have the right, but after consultation with Borrower, which consultation shall not be required tounreasonably withheld or delayed, exercise to change the terms, structure, pricing and/or any discretion or take amount of 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 instructions of the Majority LendersCredits, whenever such instruction shall be requested by Agent or required hereunderincluding the right to reallocate the relative principal loan amounts among any of the Term Loans and the Line of Credit, or and/or to establish additional Term Loan tranches in the event a greater or lesser number syndication of Lenders if so required hereunder, and such instructions shall be binding upon all Lendersthe Credits has not been successfully completed; providedprovided however, that Agent agent shall be fully justified in failing or refusing not have the right to take any action which exposes Agent to any liability or which is contrary to this Agreement, change the other Loan Documents or applicable law, aggregate amount of the Credits unless Agent determines in its sole discretion that such change is indemnified necessary 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 ensure a successful syndicate of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoCredits.

Authorization and Action. Each Lender By accepting the benefits of this Agreement, each Secured Party hereby designates and appoints DZ Bank to act as its agent hereunder and under each other Related Document, and authorizes the Agent to take such action actions as agent on its behalf and to exercise such powers under as are delegated to the Agent by the terms of this Agreement and the other Loan Related Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that The Agent shall not have by reason any duties or responsibilities, except those expressly set forth herein or in any other Related Document, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement assumed a fiduciary relationship in respect of or any Lenderother Related Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under this Agreementthe other Related Documents, the Agent shall act solely as agent of Lenders for the Secured Parties and does not assume nor shall not assume, or be deemed to have assumed, assumed any obligation toward, or relationship of trust or agency or trust with or for, Borrowerfor any GWG Party. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), The Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes the Agent to any personal liability or which is contrary to this Agreement, the any other Loan Documents Related Document or applicable law. The appointment and authority of the Agent hereunder shall terminate on the Final Payout Date. Each Secured Party hereby authorizes the Agent to execute each of the Uniform Commercial Code financing statements, unless together with such other instruments or documents determined by the Agent to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Secured Parties contemplated hereunder, on behalf of such Secured Party (the terms of which shall be binding on such Secured Party). The Borrower may in any event act in accordance with the instructions of the Agent without further inquiry into the authority of the Agent to give such instructions. Without limiting the generality of the foregoing, the Agent is indemnified authorized (but not required) to its satisfaction by act on behalf of the Secured Parties in connection with providing such instructions, approvals, waivers or consents as may from time to time be required hereunder or under the other Lenders against any and all liability and expense which it may incur by reason of taking Related Documents to permit or continuing authorize or direct the Borrower to take or refrain from taking any action under the Related Documents; provided that the Agent may at any time, in its sole discretion, elect to refrain from providing any such action. If Agent seeks instructions, approvals, waivers or consents until such time as it shall have received the consent or approval thereto of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender (a) The Company and each Bank Investor hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender In furtherance, and without limiting the generality, of the foregoing, the Company and each Bank Investor hereby acknowledges appoints the Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Agent shall not have may deem necessary or appropriate or that the Company or a Bank 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 reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assumethe Transferor hereunder, or be deemed to have assumedenable any of them to exercise or enforce any of their respective rights hereunder, any obligation towardincluding, without limitation, the execution by the Agent as secured party/assignee of such financing or continuation statements, or relationship amendments thereto or assignments thereof, relative to all or any of agency the Receivables now existing or trust with hereafter arising, and such other instruments or fornotices, Borroweras may be necessary or appropriate for the purposes stated hereinabove. As to any matters not expressly provided for by this Agreement The Company and the Bank Investors may direct the Agent to take any such incidental action hereunder. With respect to other Loan Documents (including without limitation enforcement and collection of actions which are incidental to the Notes)actions specifically delegated to the Agent hereunder, the Agent may, but shall not be required to, exercise any discretion or to 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 instructions direction of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, Company or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersBank Investor; provided, however, that Agent shall not be fully justified in failing or refusing required to take any action which exposes Agent to -------- ------- hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any liability or which is contrary to this Agreement, the other Loan Documents or applicable law, unless rule or regulation or contrary to any provision of this Agreement or shall expose the Agent is indemnified to its satisfaction by liability hereunder or otherwise. Upon the occurrence and during the continuance of any Termination Event or Potential Termination Event, the Agent shall take no action hereunder (other Lenders against any and all liability and expense which it may incur by reason of taking than ministerial actions or continuing to take any such action. If Agent seeks actions as are specifically provided for herein) without the prior consent or approval of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement)Investors. Unless otherwise provided herein, with respect to any action hereunder, the Agent shall send notice thereof not authorize the release of any property conveyed to each Lender and shall notify each Lender at any time that the Majority Lenders (Agent by the Company or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.the Transferor hereunder without

Authorization and Action. (1) Each Lender hereby irrevocably appoints and authorizes the Agent to take such action be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent on behalf of the Lenders under this Agreement to the extent specifically provided herein and the other Loan Documents as are delegated to Agent by on the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender thereto and the Agent hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions accepts such appointment and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerauthorization. As to any matters not expressly provided for by this Agreement and Agreement, the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but shall not be required to, to exercise any discretion or take any action, but but, subject to Section 15.10, shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of the Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which exposes the Agent to liability in such capacity or which could result in the Agent’s incurring any liability costs and expenses, without provision being made for indemnity of the Agent by the Lenders against any loss, liability, cost or expense incurred, or to be incurred or which is contrary to this Agreement, the other Loan Documents Agreement or applicable law. (2) The Lenders agree that all decisions as to actions to be or not to be taken, unless Agent is indemnified as to its satisfaction by consents or waivers to be given or not to be given, as to determinations to be made and otherwise in connection with this Agreement and 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 Documents, shall be made upon the consent or approval decision of the Majority of the Lenders (except in respect of a decision or a greater or lesser number of Lenders as required determination where it is specifically provided in this Agreement)Agreement that “all of the Lenders”, “all Lenders” or “each of the Lenders” or words to similar effect, or the Agent alone, is to be responsible for same. Each of the Lenders shall be bound by and agrees to abide by and adopt all decisions made as aforesaid and covenants in all communications with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent Borrower to act in concert and to join in the action, consent, waiver, determination or refrain from acting pursuant heretoother matter decided as aforesaid. (3) For certainty, the Agent is authorized to execute and deliver the Security, any Second Lien Intercreditor Agreement and any document or instrument in connection therewith and perform its obligations under or in respect thereof.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), the Administrative 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 instructions of the Majority Lenders, whenever Required Lenders (or such instruction other number or percentage of the Lenders as shall be requested by Agent or required hereundernecessary, or a greater or lesser number of Lenders if so required hereunderas the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided herein), and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes the Administrative Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or applicable law, unless . The Administrative Agent is indemnified agrees 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof 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 notify each 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 at or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any time that Agent. Without limiting the Majority Lenders generality of the foregoing sentence, the use of the term “agent” herein with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such greater term is used merely as a matter of market custom, and is intended to create or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoreflect only an administrative relationship between independent contracting parties.

Authorization and Action. Each Lender hereby appoints and authorizes Agent to take such action on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not in its capacity as such assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, any Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any liability or which is contrary to this Agreement, the other Loan Documents or applicable 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender and each Issuing Bank hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including Documents, including, without limitation limitation, enforcement and or collection of the Notes), the Agent may, but shall not be required to, to exercise any discretion or take any action, but and shall not be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) except upon the instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLenders and all holders of the Notes; provided, that the Agent shall not be fully justified in failing or refusing required to take any action which that exposes Agent it to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or applicable law, unless . The Agent is indemnified agrees to its satisfaction give to each Issuing Bank and each Lender prompt notice of each notice given to it by the other Lenders against any Borrowers or Terra pursuant to the terms of this Agreement. Each Lender and all liability Issuing Bank hereby authorizes the Agent (i) to execute and expense which it may incur by reason of taking or continuing to take any such action. If Agent seeks the consent or approval deliver each of the Majority Lenders Security Documents and (or a greater or lesser number of Lenders as required in this Agreement), with respect ii) to any action hereunder, Agent shall send notice thereof to execute and deliver the Loan Purchase Agreement (and each Lender and shall notify each Issuing Bank agrees that, upon such execution and delivery, it will be bound by the Loan Purchase Agreement as if such Lender at or Issuing Bank, as the case may be, were a signatory thereto). Chemical Bank as Co-Arranger shall, in such capacity, have no duties, responsibilities or liabilities whatsoever under this Agreement or any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoother Loan Document.

Authorization and Action. Each Subject to the last sentence of this subsection (a) and the provisions of Section 12(f) hereof, each Lender hereby irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto, including the power to take any action, or refrain from taking any action, in its sole and absolute discretion as to any matter that may arise under this Agreement or the Loan Documents as to which the Lenders or the Requisite Lenders are not given express authority hereunder. Each Lender hereby acknowledges that The Agent shall not have by reason of this Agreement assumed be deemed a trustee or fiduciary relationship in respect of for any Lender. In performing its functions and duties under this Agreement, The Agent shall act solely as agent of Lenders and shall not assume, have no duties or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerresponsibilities except those expressly set forth herein. As to any matters not expressly provided for by this Agreement and Agreement, the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may exercise its discretion as aforesaid or may, but shall not be required toat its sole option, 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 so refraining from acting) upon the instructions of the Majority Requisite Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLenders and all holders of Notes; providedprovided however, that the Agent shall not be fully justified in failing or refusing required to take any action which which, in Agent’s good faith judgment, exposes the Agent to any personal liability or which is contrary to this Agreement, the other Loan Documents Agreement or applicable law. All action, unless decisions and instructions of the Agent is indemnified in accordance with this Agreement shall be conclusive and binding upon all of the Lenders and their successors and assigns and Borrower shall be entitled to its satisfaction by rely upon any instruction, notice or decision of the other Lenders against any Agent made in accordance with this Agreement. The authority of the Agent granted hereby shall terminate on such date as all of the Notes are paid in full or converted into equity securities of the Borrower 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 other monetary Obligations are paid in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretofull.

Authorization and Action. Each Lender of the Co-Lenders hereby irrevocably appoints and authorizes the Agent to exclusively take such action all actions as Agent on its behalf and to exercise such all rights, powers and remedies under this Agreement and the other Loan Documents as are delegated to the Lender or the Agent by the terms hereof and thereofthereof as modified herein, together with such rights, powers and remedies as are reasonably incidental thereto. Each The duties of the Agent to each Co-Lender hereby acknowledges that shall be mechanical and administrative in nature and the Agent shall not have by reason of this Agreement assumed or otherwise be a trustee or a fiduciary relationship for any of the Co-Lenders. The Agent shall have no duties or responsibilities except those expressly set forth herein. The Agent shall be fully authorized to act or to refrain from acting at any time and from time to time in respect accordance with its sole discretion under the terms and provisions of any Lender. In performing its functions and duties under this Agreement, the Ancillary Agreements and each of them. The Agent shall may at all times act solely as agent or refrain from acting without any requirement of Lenders and shall not assume, seeking the approval or be deemed to have assumed, the consent of any obligation toward, or relationship of agency or trust with or for, Borrowerthe Co-Lenders. As to any all matters not expressly provided for by set forth in this Agreement and Agreement, the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but shall not be required to, to exercise any discretion or take any action, but as noted herein shall be required authorized to act or to refrain from acting (and shall be fully protected in so acting or so refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Co-Lenders; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which exposes the Agent to any personal liability or which is contrary to this Agreement, the other Loan Documents Agreement or applicable law, unless Agent . It 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time agreed that the Majority Lenders (Agent may perform any of its duties hereunder by or such greater through its officers, directors, agents or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoemployees.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Credit Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that The Agent shall be fully justified in failing or refusing to take any action which exposes Agent to under this Agreement or under any liability or which is contrary to this Agreement, of the other Loan Credit Documents unless it shall first receive such advice or applicable law, unless Agent is concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the other Lenders against any and all liability and expense which may be incurred by it may incur by reason of taking or continuing to take any such action. If The Agent seeks the consent shall in all cases be fully protected in acting, or approval in refraining from acting, hereunder or under any of the Majority other Credit Documents in accordance with the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that is contrary to this Agreement, any other Credit Document or applicable law. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default (other than the nonpayment of principal or interest on the Loans or of fees payable hereunder) unless the Agent has received notice from a Lender or a greater Borrower specifying such Default and stating that such notice is a “notice of default”. In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the Lenders. The Agent shall take such action with respect to such Default as shall be reasonably directed by the Required Lenders and as is permitted by the Credit Documents; provided, that unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or lesser number of Lenders as required in this Agreement)refrain from taking such action, with respect to any such Default as it shall deem advisable in the best interest of the Lenders except to the extent that this Agreement expressly requires that such action hereunderbe taken, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that or not be taken, only with the Majority consent or upon the authorization of the Required Lenders (or such greater or lesser number of all Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. (a) Each Lender (in its capacity as a Lender and an Issuing Bank, as applicable) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), the Administrative 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 instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes the Administrative Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or to applicable law, unless . The Administrative Agent is indemnified agrees 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement. (b) None of the Syndication Agent, Bank or America, N.A., as co-documentation agent, BNP Paribas, as co-documentation agent, or Commerzbank AG, as co-documentation agent, shall have any powers or discretion under this Agreement or any Note other than those afforded to it in its capacity as a Lender, and shall notify each Lender at hereby acknowledges that none of the Syndication Agent, Bank or America, N.A., as co-documentation agent, BNP Paribas, as co-documentation agent, or Commerzbank AG, as co-documentation agent, have any time that the Majority Lenders (liabilities under this Agreement or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoany Note other than those assumed by it in its capacity as Lender.

Authorization and Action. (1) Each Lender hereby irrevocably appoints and authorizes the Agent to take such action be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent on behalf of the Lenders under this Agreement to the extent specifically provided herein and the other Loan Documents as are delegated to Agent by on the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender thereto and the Agent hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions accepts such appointment and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerauthorization. As to any matters not expressly provided for by this Agreement and Agreement, the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but shall not be required to, to exercise any discretion or take any action, but but, subject to Section 15.10, shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of the Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which exposes the Agent to liability in such capacity or which could result in the Agent’s incurring any liability costs and expenses, without provision being made for indemnity of the Agent by the Lenders against any loss, liability, cost or expense incurred, or to be incurred or which is contrary to this Agreement, the other Loan Documents Agreement or applicable law. (2) The Lenders agree that all decisions as to actions to be or not to be taken, unless Agent is indemnified as to its satisfaction by consents or waivers to be given or not to be given, as to determinations to be made and otherwise in connection with this Agreement and 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 Documents, shall be made upon the consent or approval decision of the Majority of the Lenders (except in respect of a decision or a greater or lesser number of Lenders as required determination where it is specifically provided in this Agreement)Agreement that “all of the Lenders”, “all Lenders” or “each of the Lenders” or words to similar effect, or the Agent alone, is to be responsible for same. Each of the Lenders shall be bound by and agrees to abide by and adopt all decisions made as aforesaid and covenants in all communications with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent Borrower to act in concert and to join in the action, consent, waiver, determination or refrain from acting pursuant heretoother matter decided as aforesaid. (3) For certainty, the Agent is authorized to execute and deliver the Security, the Collateral Agent and Intercreditor Agreement and any document or instrument in connection therewith and perform its obligations under or in respect thereof.

Authorization and Action. Each Lender (a) By accepting the benefits of this Agreement, each Secured Party hereby designates and appoints DZ Bank to act as its agent hereunder and under each other Loan Document, and authorizes the Agent to take such action actions as agent on its behalf and to exercise such powers under as are delegated to the Agent by the terms of this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that The Agent shall not have by reason any duties or responsibilities, except those expressly set forth herein or in any other Loan Document, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement assumed a fiduciary relationship in respect of or any Lenderother Loan Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under this Agreementthe other Loan Documents, the Agent shall act solely as agent of Lenders for the Secured Parties and does not assume nor shall not assume, or be deemed to have assumed, assumed any obligation toward, or relationship of trust or agency or trust with or for, Borrowerfor any Medallion Party. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), The Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes the Agent to any personal liability or which is contrary to this Agreement, any other Loan Document or applicable law. The appointment and authority of the Agent hereunder shall terminate on the Final Payout Date. Each Secured Party hereby authorizes the Agent to execute each of the Uniform Commercial Code financing statements, together with such other instruments or documents determined by the Agent to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Secured Parties contemplated hereunder, on behalf of such Secured Party (the terms of which shall be binding on such Secured Party). The Borrower may in any event act in accordance with the instructions of the Agent without further inquiry into the authority of the Agent to give such instructions. (b) Without limiting the generality of the foregoing, the Agent is authorized (but not required) to act on behalf of the Secured Parties in connection with providing such instructions, approvals, waivers or consents as may from time to time be required hereunder or under the other Loan Documents to permit or applicable law, unless Agent is indemnified to its satisfaction by authorize or direct the other Lenders against any and all liability and expense which it may incur by reason of taking or continuing Borrower 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, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretotaking any action under the Loan Documents; provided that the Agent may at any time, in its sole discretion, elect to refrain from providing any such instructions, approvals, waivers or consents until such time as it shall have received the consent thereto of the Lender.

Authorization and Action. (a) Each Lender Investor hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such ​ ​ ​ powers under this Agreement and the other Loan Transaction Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender In furtherance, and without limiting the generality, of the foregoing, each Investor hereby acknowledges appoints the Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Agent shall not have may deem necessary or appropriate or that any 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 reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assumethe Transferor hereunder, or be deemed to have assumedenable any of them to exercise or enforce any of their respective rights hereunder, any obligation towardincluding, without limitation, the execution by the Agent as secured party/assignee of such financing or continuation statements, or relationship of agency amendments thereto or trust with assignments thereof, relative to all or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes)Receivables now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. The Majority Investors may direct the Agent mayto take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Agent hereunder, but the Agent shall not be required to, exercise any discretion or to 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 instructions direction of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersInvestors; provided, that however, the Agent shall not be fully justified in failing or refusing required to take any action which exposes hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any applicable law, rule or regulation or contrary to any provision of this Agreement or shall expose the Agent to liability hereunder or otherwise. Upon the occurrence and during the continuance of any liability Termination Event or Potential Termination Event, the 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 is contrary consent shall not be unreasonably withheld or delayed). The Agent shall not, without the prior written consent of all Bank Investors, agree to (i) amend, modify or waive any provision of this Agreement in any way which would (A) reduce or impair Collections or the payment of Discount or fees payable hereunder to the Investors or delay the scheduled dates for payment of such amounts, (B) increase the Servicing Fee (other than as permitted pursuant to Section 6.2(b)), (C) modify any provisions of this Agreement or the Receivables Purchase Agreement or the Parent Agreement relating to the timing of payments required to be made by the Transferor, any Originating Entity, FME KGaA or FMCH or the application of the proceeds of such payments, (D) permit the appointment of any Person (other than the Agent) as a successor Collection Agent, (E) release any property from the lien provided by this Agreement (other than as expressly contemplated herein) or (F) extend or permit the extension of the Commitment Termination Date without the consent of each Bank Investor. The Agent shall not, without the prior written consent of each Administrative Agent, agree to amend, modify or waive any provision of this Agreement, the other Loan Documents Transferring Affiliate Letter, the Receivables Purchase Agreement or applicable lawthe Parent Agreement. The Agent shall not agree to any amendment of this Agreement which increases the dollar amount of any Investor’s Commitment without the prior consent of such Investor. In addition, unless the Agent is indemnified shall not agree to its satisfaction by any amendment of this Agreement not specifically described in 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 two preceding sentences without the consent or approval of the Majority Lenders Investors (which consent shall not be unreasonably withheld or delayed). In the event the Agent requests any Investor’s consent pursuant to the foregoing provisions and the Agent does not receive a greater consent (either positive or lesser number negative) from such Investor within 10 Business Days of Lenders as required in this Agreement)such Investor’s receipt of such request, with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or then such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.Investor ​ ​

Authorization and Action. (a) Each Lender Bank hereby irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents Revolving Notes as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of Revolving Notes, the Notes), 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderRequired Banks, and such instructions shall be binding upon all LendersBanks; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which exposes the Agent to any liability or which is contrary to this Agreement, the other Loan Documents Revolving Notes or applicable law, unless Agent is indemnified . (b) The Banks agree to its satisfaction cooperate in good faith and in a commercially reasonable manner in connection with the exercise 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 rights granted to the Banks by law, this Agreement)Agreement and the Revolving Notes, including, but not limited to, providing necessary information to the Agent with respect to any action hereunderthe Obligations and preparing and executing necessary affidavits, Agent shall send notice thereof certificates, notices, instruments and documents. Subject to each Lender and shall notify each Lender at any time that the Majority Lenders (authority of the Required Banks or such greater or lesser other applicable number of Lenders) have instructed Banks as provided in this Agreement to direct the Agent in writing when such direction by the Banks is required by this Agreement for such action, the Agent is hereby authorized to act for and on behalf of the Banks in all day-to-day matters with respect to the exercise of rights described herein, such as the supervision of attorneys, accountants, appraisers or refrain from acting pursuant heretoothers in connection with litigation or other similar actions.

Authorization and Action. (1) Each Lender hereby irrevocably appoints and authorizes the Agent to take such action be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent or the Lenders under this Agreement to the extent specifically provided herein and the other Loan Documents as are delegated to Agent by on the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender thereto and the Agent hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions accepts such appointment and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerauthorization. As to any matters not expressly provided for by this Agreement and Agreement, the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but shall not be required to, to exercise any discretion or take any action, but but, subject to Section 13.10, shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of the Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which exposes the Agent to liability in such capacity or which could result in the Agent’s incurring any liability costs and expenses, without provision being made for indemnity of the Agent by the Lenders against any loss, liability, cost or expense incurred, or to be incurred or which is contrary to this Agreement, the other Loan Documents Agreement or applicable law. (2) The Lenders agree that all decisions as to actions to be or not to be taken, unless Agent is indemnified as to its satisfaction by consents or waivers to be given or not to be given, as to determinations to be made and otherwise in connection with this Agreement and 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 Documents, shall be made upon the consent or approval decision of the Majority of the Lenders (except in respect of a decision or a greater or lesser number of Lenders as required determination where it is specifically provided in this Agreement)Agreement that “all of the Lenders” or “all Lenders” or words to similar effect, or the Agent alone, is to be responsible for same. Each of the Lenders shall be bound by and agrees to abide by and adopt all decisions made as aforesaid and covenants in all communications with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent Borrower to act in concert and to join in the action, consent, waiver, determination or refrain from acting pursuant heretoother matter decided as aforesaid.

Authorization and Action. (a) Each Lender hereby appoints Secured Party by its acceptance of the benefits of this Agreement shall be deemed to have appointed and authorizes Agent authorized the Security Trustee to take such action as trustee on its behalf of the Secured Parties and to exercise such powers and discretion under this Agreement, the FAA Security Documents and the other Related Documents as are specifically delegated to the Security Trustee by the terms of, and to take instructions and directions from the Administrative Agent pursuant to, this Agreement, the FAA Security Documents and of the other Related Documents, and no implied duties and covenants shall be deemed to arise against the Security Trustee. For the avoidance of doubt, each Secured Party by its acceptance of the benefits of this Agreement hereby requests and instructs the Security Trustee to enter into all Assigned Lease-related documents and instruments which it is requested by any Grantor to enter into on this date and as may arise from time to time for the purpose of establishing and maintaining its security interest for itself and for the benefit of the other Secured Parties in respect of any Assigned Lease and each Grantor and Secured Party hereby agrees that the Security Trustee shall be afforded the same rights, protections, immunities and indemnities afforded to it hereunder, mutatis mutandis, in connection with the same (including, without limitation, any applicable Lease document or Lessee consent). (b) The Security Trustee accepts such appointment and agrees to perform the same but only upon the terms of this Agreement and the other Loan Documents as are delegated Indenture and agrees to Agent receive and disburse all moneys received by it in accordance with the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but Indenture. The Security Trustee in its individual capacity shall not be required toanswerable or accountable under any circumstances, exercise except for its own willful misconduct or gross negligence (or simple negligence in the handling of funds) or breach of any discretion or take any action, but shall be required to act or to refrain from acting (of its representations and shall be fully protected warranties set forth in so acting or refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any liability or which is contrary to this Agreement, and the Security Trustee shall not be liable for any action or inaction of any Grantor or any other Loan Documents or applicable law, unless Agent is indemnified parties 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoRelated Documents.

Authorization and Action. Each Lender hereby appoints and authorizes Agent to take such action on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, any Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take -------- any action which exposes Agent to any liability or which is contrary to this Agreement, the other Loan Documents or applicable 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 the Majority Lenders (Lenders, or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (Lenders, or such greater or lesser number of Lenders) Lenders have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. (1) Each Lender hereby irrevocably appoints and authorizes the Agent to take such action be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent or the Lenders under this Agreement to the extent specifically provided herein and the other Loan Documents as are delegated to Agent by on the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that thereto and the Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions hxxxxx accepts such appointment and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerauthorization. As to any matters not expressly provided for by this Agreement and Agreement, the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but shall not be required to, to exercise any discretion or take any action, but but, subject to Section 16.10, shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of the Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which exposes the Agent to liability in such capacity or which could result in the Agent's incurring any liability costs and expenses, without provision being made for indemnity of the Agent by the Lenders against any loss, liability, cost or expense incurred, or to be incurred or which is contrary to this Agreement, the other Loan Documents Agreement or applicable law. (2) The Lenders agree that all decisions as to actions to be or not to be taken, unless Agent is indemnified as to its satisfaction by consents or waivers to be given or not to be given, as to determinations to be made and otherwise in connection with this Agreement and 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 Documents, shall be made upon the consent or approval decision of the Majority of the Lenders (except in respect of a decision or a greater or lesser number of Lenders as required determination where it is specifically provided in this Agreement)Agreement that "all of the Lenders" or "the Lenders" or words to similar effect, or the Agent alone, is to be responsible for same. Each of the Lenders shall be bound by and agrees to abide by and adopt all decisions made as aforesaid and covenants in all communications with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent Borrower to act in concert and to join in the action, consent, waiver, determination or refrain from acting pursuant heretoother matter decided as aforesaid. (3) For certainty, the Agent is authorized to execute and deliver the Security and the Subordination Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), the Administrative 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 instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes the Administrative Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or applicable law, unless . The Administrative Agent is indemnified agrees 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof give to each Lender prompt notice of each notice given to it by any Borrower as required by the terms of this Agreement or at the request such Borrower, and any notice provided pursuant to Section 5.01(c)(iv). Notwithstanding any provision to the contrary contained elsewhere herein, no Agent shall notify each 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 at or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any time that Agent. Without limiting the Majority Lenders generality of the foregoing sentence, the use of the term “agent” herein with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such greater term is used merely as a matter of market custom, and is intended to create or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoreflect only an administrative relationship between independent contracting parties.

Authorization and Action. (a) Each Lender, on behalf of itself and any of its Affiliates that are Secured Parties and each Issuing Lender 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 each Issuing Lender authorizes the Administrative Agent to take such action actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof under such agreements and thereof, together with to exercise such powers as are reasonably incidental thereto. Each Without limiting the foregoing, each Lender and each Issuing Lender hereby acknowledges authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent shall not may have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. such Loan Documents. (b) As to any matters not expressly provided for by this Agreement herein and in the other Loan Documents (including without limitation enforcement and collection of the Notesor collection), the Administrative 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 Majority Lenders, whenever Required Lenders (or such instruction other number or percentage of the Lenders as shall be requested by Agent or required hereundernecessary, or a greater or lesser number of Lenders if so required hereunderpursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon all Lenderseach Lender and each Issuing Lender; provided, however, that the Administrative Agent shall not be fully justified in failing or refusing 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 any liability it from the Lenders and the Issuing Lender with respect to such action or which (ii) is contrary to this Agreement, the Agreement or any other Loan Documents Document or applicable law, unless including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan 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, any other Loan Party, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is indemnified acting solely on behalf of the Lenders and the Issuing Lender (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its satisfaction duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing. (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuing Lender, any other Secured Party or holder of any other obligation other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; and (ii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account; (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Lenders against Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and all liability and expense which it may incur by reason of taking or continuing to take any such actionsub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. If Agent seeks The exculpatory provisions of this Article shall apply to any such sub- agent and to the consent or approval Related Parties of the Majority Lenders (or a greater or lesser number of Lenders as required in Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement). The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. (e) None of any Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder. (f) In case of the pendency of any proceeding with respect to any action hereunderLoan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any reimbursement obligation in respect of any LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall send notice thereof have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Lenders and the Administrative Agent (including any claim under Sections 2.10, 2.11, 2.13, 2.15 and 9.03) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Lender and shall notify each Lender at any time other Secured Party to make such payments to the Administrative Agent and, in the event that the Majority Lenders Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Lender or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (or such greater or lesser number of Lenders) have instructed including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to act authorize or refrain from acting consent to or accept or adopt on behalf of any Lender or Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Lender in any such proceeding. (g) The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and, except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.

Authorization and Action. Each Lender hereby appoints and ------------------------ authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Credit Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that The Agent shall be fully justified in failing or refusing to take any action which exposes Agent to under this Credit Agreement or under any liability or which is contrary to this Agreement, of the other Loan Credit Documents unless it shall first receive such advice or applicable law, unless Agent is concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the other Lenders against any and all liability and expense which may be incurred by it may incur by reason of taking or continuing to take any such action. If The Agent seeks the consent shall in all cases be fully protected in acting, or approval in refraining from acting, hereunder or under any of the Majority other Credit Documents in accordance with the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to -------- ------ take any action that is contrary to this Agreement or applicable law. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default (other than the nonpayment of principal or interest on the Loan or of fees payable hereunder) unless the Agent has received notice from a Lender or a greater Borrower specifying such Default and stating that such notice is a "notice of default". In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the Lenders. The Agent shall take such action with respect to such Default as shall be reasonably directed by the Required Lenders and as is permitted by the Credit Documents; provided, that unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or lesser number of Lenders as required in this Agreement)refrain from taking such action, with respect to any such Default as it shall deem advisable in the best interest of the Lenders except to the extent that this Agreement expressly requires that such action hereunderbe taken, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that or not be taken, only with the Majority consent or upon the authorization of the Required Lenders (or such greater or lesser number of all Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. (a) Each Lender (in its capacity as a Lender and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the NotesObligations of the Loan Parties), the Administrative 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 instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders, all Hedge Banks and all holders of Notes; provided, however, that the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes the Administrative Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or applicable law, unless . (b) The Administrative Agent is indemnified to may execute any of its satisfaction by duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the other Lenders against Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and all liability and expense which it may incur by reason of taking or continuing to take any such action. If Agent seeks remedies thereunder at the consent or approval direction of the Majority Lenders (Second Lien Collateral Agent) by or a greater through agents, employees or lesser number attorneys-in-fact and shall be entitled to advice of Lenders as required in this Agreement), with respect counsel and other consultants or experts concerning all matters pertaining to any action hereunder, such duties. The Administrative Agent shall send notice thereof to each Lender and shall notify each Lender at not be responsible for the negligence or misconduct of any time agent, attorney-in-fact that it selects in accordance with the Majority Lenders (foregoing provisions of this Section 7.01(b) in the absence of the Administrative Agent’s gross negligence or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretowillful misconduct.

Authorization and Action. Each Lender hereby appoints and authorizes Agent to take such action on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are xxxxx delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, BorrowerBorrowers. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any liability or which is contrary to this Agreement, the other Loan Documents or applicable 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender By accepting the benefits of this Agreement, each Secured Party hereby designates and appoints DZ Bank to act as its agent hereunder and under each other Related Document, and authorizes the Agent to take such action actions as agent on its behalf and to exercise such powers under as are delegated to the Agent by the terms of this Agreement and the other Loan Related Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that The Agent shall not have by reason any duties or responsibilities, except those expressly set forth herein or in any other Related Document, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement assumed a fiduciary relationship in respect of or any Lenderother Related Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under this Agreementthe other Related Documents, the Agent shall act solely as agent of Lenders for the Secured Parties and does not assume nor shall not assume, or be deemed to have assumed, assumed any obligation toward, or relationship of trust or agency or trust with or for, Borrowerfor any GWG Party. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), The Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes the Agent to any personal liability or which is contrary to this Agreement, the any other Loan Documents Related Document or applicable law. The appointment and authority of the Agent hereunder shall terminate on the Final Payout Date. Each Secured Party hereby authorizes the Agent to execute each of the Uniform Commercial Code financing statements, unless together with such other instruments or documents determined by the Agent to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Secured Parties contemplated hereunder, on behalf of such Secured Party (the terms of which shall be binding on such Secured Party). The Borrowers may in any event act in accordance with the instructions of the Agent without further inquiry into the authority of the Agent to give such instructions. Without limiting the generality of the foregoing, the Agent is indemnified authorized (but not required) to its satisfaction by act on behalf of the Secured Parties in connection with providing such instructions, approvals, waivers or consents as may from time to time be required hereunder or under the other Lenders against any and all liability and expense which it may incur by reason of taking Related Documents to permit or continuing authorize or direct each Borrower to take or refrain from taking any action under the Related Documents; provided that the Agent may at any time, in its sole discretion, elect to refrain from providing any such action. If Agent seeks instructions, approvals, waivers or consents until such time as it shall have received the consent or approval thereto of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The duties of Agent shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement assumed 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 obligations in respect of this Agreement or the other Loan Documents except as expressly set forth herein. In performing its functions and duties any instance where Agent is required or permitted to consent to or approve any action of Borrowers under this Agreement, Agent such consent or approval shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, be administrative in nature and may be given or relationship of agency or trust with or for, Borrowerwithheld in Agent's sole discretion unless the Loan Document states otherwise. As to any matters not expressly provided for by this Agreement and the other Loan Documents (Agreement, including without limitation enforcement and or collection of the Notes)Loans, 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 actingrefraining) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon on all Lenders; provided, PROVIDED that Agent shall not be fully justified in failing or refusing required to take any action which exposes Agent to any personal liability or which is contrary to this Agreement, the other Loan Documents or applicable law. Without the consent of all Lenders, unless the Agent is indemnified shall not: - Change any Lender's Commitment or the total of all Lenders' Commitments. - Change the definition of Majority Lenders. - Change the timing or rates of interest payments. - Change the timing or amounts of principal payment due in respect of Loans. 1. The terms of this Article 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 not the obligation), in its sole discretion, to its satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking take or continuing not to take any such action. If Agent seeks , unless this Agreement specifically requires 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, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed , and any such action or failure to act shall be binding on all Lenders. Each Lender shall execute and deliver such additional instruments, including powers of attorney in favor of Agent, as may be necessary or desirable to enable Agent to act or refrain from acting pursuant heretoexercise its powers hereunder.

Authorization and Action. Each Lender (a) The Company and each Bank Investor hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Transaction Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender In furtherance, and without limiting the generality, of the foregoing, the Company and each Bank Investor hereby acknowledges appoints the Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Agent shall not have may deem necessary or appropriate or that the Company or a Bank 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 reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assumethe Transferor hereunder, or be deemed to have assumedenable any of them to exercise or enforce any of their respective rights hereunder, any obligation towardincluding, without limitation, the execution by the Agent as secured party/assignee of such financing or continuation statements, or relationship amendments thereto or assignments thereof, relative to all or any of agency the Receivables now existing or trust with hereafter arising, and such other instruments or fornotices, Borroweras may be necessary or appropriate for the purposes stated hereinabove. As to any matters not expressly provided for by this Agreement The Company and the Majority Investors may direct the Agent to take any such incidental action hereunder. With respect to other Loan Documents (including without limitation enforcement and collection of actions which are incidental to the Notes)actions specifically delegated to the Agent hereunder, the Agent may, but shall not be required to, exercise any discretion or to 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 instructions direction of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersInvestors; provided, however, that Agent shall not be fully justified in failing or refusing required to take any action which exposes Agent to hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any liability or which is contrary to this Agreement, the other Loan Documents or applicable 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 rule or continuing to take any such action. If Agent seeks the consent regulation or approval of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect contrary to any action hereunderprovision of this Agreement or shall expose the Agent to liability hereunder or otherwise. Upon the occurrence and during the continuance of any Termination Event or Potential Termination Event, the Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders take no action hereunder (other than ministerial actions or such greater or lesser number of Lendersactions as are specifically provided for herein) have instructed Agent to act or refrain from acting pursuant hereto.without the prior 0104420.05-01S7a 89

Authorization and Action. Each Lender Noteholder (by accepting a Note hereunder) hereby designates and appoints Citibank N.A. as the Administrative Agent hereunder, and authorizes the Administrative Agent to take such action actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof of this Indenture and thereof, the other Relevant Documents together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that The Administrative Agent shall not have by reason of this Agreement assumed a any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship in respect with any Noteholder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of any Lenderthe Administrative Agent shall be read into this Indenture or otherwise exist for the Administrative Agent. In performing its functions and duties under this Agreementhereunder, the Administrative Agent shall act solely as agent of Lenders for the Noteholders and does not assume nor shall not assume, or be deemed to have assumed, assumed any obligation toward, or relationship of trust or agency or trust with or forfor the Issuer, Borrowerthe Trust, any Seller or the Servicer or any of their respective successors or assigns. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), The Administrative Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes the Administrative Agent to any personal liability or which is contrary to this AgreementIndenture, the any other Loan Documents Relevant Document or applicable law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of all amounts due under the Notes. Upon receipt from the Issuer or the Servicer, unless the Administrative Agent is indemnified to its satisfaction by shall promptly (but in no event later than the other Lenders against time required under each Supplement) forward copies of any and all liability notices and expense which it may incur by reason of taking or continuing other documents 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, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoappropriate parties.

Authorization and Action. (1) Each Lender hereby irrevocably appoints and authorizes the Agent to take such action be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent or the Lenders under this Agreement to the extent specifically provided herein and the other Loan Documents as are delegated to Agent by on the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender thereto and the Agent hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions accepts such appointment and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerauthorization. As to any matters not expressly provided for by this Agreement and Agreement, the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but shall not be required to, to exercise any discretion or take any action, but but, subject to Section 16.10, shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of the Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which exposes the Agent to liability in such capacity or which could result in the Agent’s incurring any liability costs and expenses, without provision being made for indemnity of the Agent by the Lenders against any loss, liability, cost or expense incurred, or to be incurred or which is contrary to this Agreement, the other Loan Documents Agreement or applicable law. (2) The Lenders agree that all decisions as to actions to be or not to be taken, unless Agent is indemnified as to its satisfaction by consents or waivers to be given or not to be given, as to determinations to be made and otherwise in connection with this Agreement and 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 Documents, shall be made upon the consent or approval decision of the Majority of the Lenders (except in respect of a decision or a greater or lesser number of Lenders as required determination where it is specifically provided in this Agreement)Agreement that “all of the Lenders”, “all Lenders” or “each of the Lenders” or words to similar effect, or the Agent alone, is to be responsible for same. Each of the Lenders shall be bound by and agrees to abide by and adopt all decisions made as aforesaid and covenants in all communications with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent Borrowers to act in concert and to join in the action, consent, waiver, determination or refrain from acting pursuant heretoother matter decided as aforesaid. (3) For certainty, the Agent is authorized to execute and deliver the Security and the Second Lien Intercreditor Agreement (if any) and perform its obligations under or in respect thereof.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and of any Loan Document or collection of the Notesany amounts thereunder), the Administrative Agent may, but shall not be required to, to exercise any discretion or take any action. Notwithstanding any provision to the contrary elsewhere in this Agreement, but the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be required to act read into this Agreement or to refrain from acting (and any other Loan Document or otherwise exist against the Administrative Agent. The Administrative Agent shall be fully protected in so acting (or refraining from acting) upon in accordance with the instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions action (or such refraining from acting) shall be binding upon all Lenders; provided, that Lenders and all holders of Loans. The Administrative Agent shall be fully justified in failing or refusing to take any action which exposes Agent to hereunder and under any liability or which is contrary to this Agreement, the other Loan Documents or applicable law, Document unless Agent is it shall first be indemnified to its satisfaction by the other Lenders pro rata against any and all liability liability, cost and expense which that it may incur by reason of taking or continuing to take any such action. If In no event shall the Administrative Agent seeks the consent or approval of the Majority Lenders be required to take any action (or a greater refrain from taking any action) which the Administrative Agent deems in good faith (i) to expose the Administrative Agent to potential personal liability or lesser number of Lenders as required in (ii) to be contrary to this Agreement), with respect Agreement or applicable law. The Administrative Agent agrees to any action hereunder, Agent shall send notice thereof give to each Lender and shall notify prompt notice of each Lender at any time that notice given to it by the Majority Lenders (or such greater or lesser number Borrower pursuant to the terms of Lenders) have instructed Agent to act or refrain from acting pursuant heretothis Agreement.

Authorization and Action. (a) Each Lender Investor hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Transaction Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender In furtherance, and without limiting the generality, of the foregoing, each Investor hereby acknowledges appoints the Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Agent shall not have may deem necessary or appropriate or that any 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 reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assumethe Transferor hereunder, or be deemed to have assumedenable any of them to exercise or enforce any of their respective rights hereunder, any obligation towardincluding, without limitation, the execution by the Agent as secured party/assignee of such financing or continuation statements, or relationship of agency amendments thereto or trust with assignments thereof, relative to all or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes)Receivables now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. The Majority Investors may direct the Agent mayto take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Agent hereunder, but the Agent shall not be required to, exercise any discretion or to 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 instructions direction of the Majority LendersInvestors; PROVIDED, whenever such instruction shall be requested by Agent or required hereunderHOWEVER, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that the Agent shall not be fully justified in failing or refusing required to take any action which exposes hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any applicable law, rule or regulation or contrary to any provision of this Agreement or shall expose the Agent to liability hereunder or otherwise. Upon the occurrence and during the continuance of any liability Termination Event or Potential Termination Event, the 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 is contrary consent shall not be unreasonably withheld or delayed). The Agent shall not, without the prior written consent of all Class A Bank Investors and Class B Investors, agree to (i) amend, modify or waive any provision of this Agreement in any way which would (A) reduce or impair Collections or the payment of Discount or fees payable hereunder to the Class A Investors or delay the scheduled dates for payment of such amounts, (B) increase the Servicing Fee (other than as permitted pursuant to Section 6.2(b)), (C) modify any provisions of this Agreement or the Receivables Purchase Agreement or the Parent Agreement relating to the timing of payments required to be made by the Transferor, any Originating Entity, FMC or FMCH or the application of the proceeds of such payments, (D) permit the appointment of any Person (other than the Agent) as successor Collection Agent, (E) release any property from the lien provided by this Agreement (other than as expressly contemplated herein) or (F) extend or permit the extension of the Commitment Termination Date without the consent of each Class A Bank Investor and, so long as the Commitments of the Class B Investors are greater than zero, each Class B Investor. The Agent shall not, without the prior written consent of the Required Administrative Agents, agree to amend, modify or waive any provision of this Agreement, the other Loan Documents Transferring Affiliate Letter, the BMA Transfer Agreement, the Receivables Purchase Agreement or applicable lawthe Parent Agreement. The Agent shall not agree to any amendment of this Agreement which increases the dollar amount of any Investor's Commitment without the prior consent of such Investor. In addition, unless the Agent is indemnified shall not agree to its satisfaction by any amendment of this Agreement not specifically described in 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 two preceding sentences without the consent or approval of the Majority Lenders Investors (which consent shall not be unreasonably withheld or delayed). In the event the Agent requests any Investor's consent pursuant to the foregoing provisions and the Agent does not receive a greater consent (either positive or lesser number negative) from such Investor within 10 Business Days of Lenders as required such Investor's receipt of such request, then such Investor (and its percentage interest hereunder) shall be disregarded in this Agreement), with respect to any action hereunder, determining whether the Agent shall send notice thereof to each Lender have obtained sufficient consent hereunder. (b) The Agent shall exercise such rights and shall notify each Lender at any time that powers vested in it by this Agreement and the Majority Lenders (other Transaction Documents, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoperson's own affairs.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Agent to take such action be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent or the Lenders under this Agreement to the extent specifically provided herein and the other Loan Documents as are delegated to Agent by on the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender thereto and the Agent hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions accepts such appointment and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerauthorization. As to any matters not expressly provided for by this Agreement and Agreement, the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but shall not be required to, to exercise any discretion or take any action, but but, subject to Section 14.9, shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which exposes the Agent to liability in such capacity or which could result in the Agent incurring any liability costs or expenses, without provision being made for indemnity of the Agent by the Lenders against any loss, liability, cost or expense incurred, or to be incurred, or which is contrary to this AgreementAgreement or Laws. (b) Except as provided otherwise in Sections 2.2, 2.8 and 14.1(e), where the terms of this Agreement refer to any action to be taken hereunder or thereunder by the Lenders or to any such action that requires the consent, approval, satisfaction, agreement or other determination of the Lenders, the action taken by and the consent, approval, satisfaction, agreement or other Loan Documents determination given or applicable lawmade by the Majority Lenders shall constitute the action or consent, approval, agreement or other determination of the Lenders herein or therein referred to. (c) Except as provided otherwise in this Section 14.1, the Agent shall have the right to take such actions as it deems necessary, or to refrain from taking such actions or to give agreements, consents, approvals or instructions to the Borrower or any Material Subsidiary, on behalf of the Lenders in respect of all matters referred to in or contemplated by this Agreement. (d) Except as provided otherwise in Section 14.1(e) or where this Agreement expressly requires that any matter be determined or consented to by all the Lenders, any provision of this Agreement may be amended only if the Borrower and the Majority Lenders so agree in writing and any Default or Event of Default may be waived before or after it occurs only if the Majority Lenders so agree in writing. (e) Any amendment, extension or waiver of, or consent or determination relating to, the terms of this Agreement which changes or relates to: (i) an increase in the amount of the Total Syndicated Facility Commitment or the Operating Facility Commitment or the Total Term Facility Commitment, or an increase in any Lender’s Commitments (other than as contemplated in Section 2.2 or Article 15); (ii) a decrease in a Syndicated Facility Lender’s Syndicated Facility Commitment if each other Syndicated Facility Lender’s Syndicated Facility Commitment is not also subject to a concurrent reduction on a Pro Rata Basis (other than as contemplated in Section 2.2 and Section 2.8); for greater certainty a reduction in a Syndicated Facility Lender’s Commitment by virtue of a Borrowing Base determination or re-determination pursuant to and in accordance with Section 2.8 shall not be subject to the unanimous consent of all the Lenders, but rather shall occur automatically as a result of such determination or re-determination; (iii) a decrease in a Term Facility Lender’s Term Facility Commitment if each other Term Facility Lender’s Term Facility Commitment is not also subject to a concurrent reduction on a Pro Rata Basis; (iv) a decrease in the rates, or an extension in the dates of payment, of interest payable hereunder; (v) a decrease in the amount, or an extension in the dates of payment, of fees payable hereunder except for agency fees payable pursuant to Section 3.7; (vi) the dates or amounts of repayment of principal required hereunder (including for certainty the repayments required under Sections 6.1(e) and (f)), unless Agent is indemnified to its satisfaction by the other Lenders against any and all liability and expense an Event of Default exists (in which it may incur by reason of taking or continuing to take any such action. If Agent seeks the consent or approval case a decision of the Majority Lenders shall bind all Lenders); (vii) the types of Loans available hereunder; (viii) the Security Documents, (ix) the definition of “Convertible Debentures”, “Excess Cash”, “Subordinated Debt” or a greater “Unsecured Note Debt”, or lesser number an amendment or waiver of Lenders as required in this AgreementSection 9.2(f)(ii) or 9.2(x)(ii) or (iii), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.;

Authorization and Action. (1) Each Lender hereby irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent it by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and Agreement, the other Loan Documents (including without limitation enforcement and collection of the Notes), 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 55 - 50 - acting or refraining from acting) upon the joint instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that . The Agent shall not be fully justified in failing or refusing required to take any action pursuant to such instructions or otherwise (i) which exposes Agent it to any liability or personal liability; (ii) which is contrary to this AgreementAgreement or applicable Law; or (iii) which would require the Agent to become registered to do business in any jurisdiction or would subject the Agent to taxation by reason thereof. (2) The Agent shall have no duties or obligations other than as expressed herein, and without limitation, the Agent does not undertake, and the Lenders relieve the Agent from, any implied duties (including fiduciary duties) and there shall not be construed against the Agent any implied covenants or terms. The Agent may execute or perform, and may delegate the execution and performance of, any of its powers, rights, discretions or duties hereunder and under the Credit Documents through or to any of its own employees or other Loan Documents or applicable lawPersons designated by it. References in any Credit Document to the Agent shall include references to any such Persons to whom the Agent shall have delegated any of its powers, unless rights, discretions and duties. (3) The 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 shall not be obliged (i) 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, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretotaking any action or to exercise or to refrain from exercising any right or discretion under this Agreement or the other Credit Documents; or (ii) to incur or subject itself to any cost or expenditure in connection herewith and therewith, unless it is first specifically indemnified or furnished with security by the Lenders on a rateable basis, in form and substance satisfactory to it (which may include further agreements of indemnity or the deposit of funds or security or other suitable measures).

Authorization and Action. (a) Each Lender Bank hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Credit Documents (including without limitation enforcement of and collection of the Notesunder any Credit Document or other Project Contract), the 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderRequired Banks, and such instructions shall be binding upon all LendersBanks and the holders of any DSR Note; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which that, in the Agent's sole judgment, exposes the Agent to any personal liability or which that is contrary to this Agreementany Credit Document or other Project Contract or Applicable Law. In performing its function and duties hereunder as Agent, the Agent shall act solely as the agent of the Banks and in its capacity as Issuing Bank it shall act solely as issuer of the DSR Letter of Credit, and does not assume and shall not be deemed to have assumed in either such capacity any obligation towards or relationship of agency or trust or other Loan fiduciary relationship with or for the Company or any other party to any Project Contract. (b) Each Bank hereby authorizes the Agent in the name of and on behalf of such Bank to sign such documents, take all such actions and perform such obligations that the Agent deems necessary or appropriate to bind each of the Banks under the Credit Documents and to create, perfect or applicable law, unless Agent is indemnified maintain the existence or perfected status of any security interest created pursuant 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoCredit Documents.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Agent to take such action be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent or the Lenders under this Agreement to the extent specifically provided herein and the other Loan Documents as are delegated to Agent by on the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender thereto and the Agent hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions accepts such appointment and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerauthorization. As to any matters not expressly provided for by this Agreement and Agreement, the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but shall not be required to, to exercise any discretion or take any action, but but, subject to Section 14.9, shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which exposes the Agent to liability in such capacity or which could result in the Agent incurring any liability costs or expenses, without provision being made for indemnity of the Agent by the Lenders against any loss, liability, cost or expense incurred, or to be incurred, or which is contrary to this Agreement or Laws. (b) Except as provided otherwise in Sections 2.2, 2.8 and 14.1(e), where the terms of this Agreement refer to any action to be taken hereunder or thereunder by the Lenders or to any such action that requires the consent, approval, satisfaction, agreement or other determination of the Lenders, the action taken by and the consent, approval, satisfaction, agreement or other determination given or made by the Majority Lenders shall constitute the action or consent, approval, agreement or other determination of the Lenders herein or therein referred to. (c) Except as provided otherwise in this Section 14.1, the Agent shall have the right to take such actions as it deems necessary, or to refrain from taking such actions or to give agreements, consents, approvals or instructions to the Borrower or any Material Subsidiary, on behalf of the Lenders in respect of all matters referred to in or contemplated by this Agreement. (d) Except as provided otherwise in Section 14.1(e) or where this Agreement expressly requires that any matter be determined or consented to by all the Lenders, any provision of this Agreement may be amended only if the Borrower and the Majority Lenders so agree in writing and any Default or Event of Default may be waived before or after it occurs only if the Majority Lenders so agree in writing. (e) Any amendment, extension or waiver of, or consent or determination relating to, the terms of this Agreement which changes or relates to: (i) an increase in the amount of the Total Syndicated Facility Commitment or the Operating Facility Commitment, or an increase in any Lender's Commitments (other than as contemplated in Section 2.2 or Article 15); (ii) a decrease in a Syndicated Facility Lender's Syndicated Facility Commitment if each other Syndicated Facility Lender's Syndicated Facility Commitment is not also subject to a concurrent reduction on a Pro Rata Basis (other than as contemplated in Section 2.2 and Section 2.8); for greater certainty a reduction in a Syndicated Facility Lender's Commitment by virtue of a Borrowing Base determination or re-determination pursuant to and in accordance with Section 2.8 shall not be subject to the unanimous consent of all the Lenders, but rather shall occur automatically as a result of such determination or re-determination; (iii) a decrease in the rates, or an extension in the dates of payment, of interest payable hereunder; (iv) a decrease in the amount, or an extension in the dates of payment, of fees payable hereunder except for agency fees payable pursuant to Section 3.7; (v) the dates or amounts of repayment of principal required hereunder, unless an Event of Default has occurred and is continuing (in which case a decision of the Majority Lenders shall bind all Lenders); (vi) the types of Loans available hereunder; (vii) the Security Documents; (viii) the definition of "Convertible Debentures", "Excess Cash", "Subordinated Debt", "Unsecured Note Debt" or "Pre-emptive Unsecured Note Debt Acquisition" or an amendment or waiver of Section 9.2(f)(ii), 9.2(w)(ii) or (iii) or 9.2(u); (ix) an amendment to the definitions of "Borrowing Base", "Borrowing Base Properties" or "Majority Lenders"; (x) an assignment or transfer by the Borrower of any or all of its rights and obligations under this Agreement, other than as permitted by Section 9.2(d); (xi) Sections 2.2 (other than in respect of the other notice periods referred to therein), 9.2(d), 9.2(y) or this Section 14.1(e); (xii) an amendment to or waiver of Section 2.8; or (xiii) any provision hereof contemplating or requiring "unanimous" consent, approval or agreement of the Lenders, shall require the unanimous consent in writing of all the Lenders; and any amendment or waiver which changes or relates to the rights or obligations of the Agent or the Operating Facility Lender, shall also require the agreement of the Agent or the Operating Facility Lender, as applicable, thereto in writing. (f) Provided that an Event of Default has occurred and is continuing, the Agent shall declare an Event of Default and demand payment of any or all of the Loan Documents or applicable law, unless Agent is indemnified Indebtedness when directed to its satisfaction do so 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 written notice of the Majority Lenders (provided that upon the occurrence of the events described in Section 11.1(f) such declaration and acceleration shall be automatic and no such notice shall be required). (g) For certainty, the Agent is authorized to execute and deliver the Security, the Intercreditor Agreement and any document or a greater or lesser number of Lenders as required instrument in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoconnection therewith.

Authorization and Action. Each Lender Bank hereby appoints ABN AMRO as Agent and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and perform such duties under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and or thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that The duties and obligations of the Agent are strictly limited to those expressly provided for herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall not have by reason of be read into this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerotherwise exist against the Agent. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and or collection of the NotesLoan Documents), the 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderBanks, and such instructions shall be binding upon all LendersBanks; providedPROVIDED, HOWEVER, that except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to take act under any action which exposes Agent to any liability or which is contrary to this Agreement, the other Loan Documents or applicable law, Document unless Agent is it shall be indemnified to its satisfaction by the other Lenders Banks against any and all liability and expense which it may incur be incurred by reason of taking or continuing to take any such action, and that the Agent shall not in any event be required to take any action which exposes the Agent to liability or which is contrary to any Loan Document or applicable law. If Nothing in any Loan Document shall, or shall be construed to, constitute the Agent seeks a trustee or fiduciary for any Bank. In performing its functions and duties hereunder, the consent or approval Agent shall act solely as the agent of the Majority Lenders Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement and the other Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a greater matter of market custom, and is intended to create or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoreflect only an administrative relationship between independent contracting parties.

Authorization and Action. (a) Each Lender Bank hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Credit Documents (including without limitation enforcement of and collection of the Notesunder any Credit Document or other Project Document), the 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderRequired Banks, and such instructions shall be binding upon all LendersBanks; providedPROVIDED, HOWEVER, that the Agent shall not be fully justified in failing or refusing required to take any action which that, in the Agent's sole judgment, exposes the Agent to any personal liability or which that is contrary to this Agreementany Credit Document or other Project Document or Applicable Law. In performing its function and duties hereunder as Agent, the Agent shall act solely as the agent of the Banks and in its capacity as Issuing Bank, the Issuing Bank shall act solely as issuer of the DSR Letter of Credit, and does not assume and shall not be deemed to have assumed in either such capacity any obligation towards or relationship of agency or trust or other Loan fiduciary relationship with or for the Partnership or any other party to any Project Document. (b) Each Bank hereby authorizes the Agent in the name of and on behalf of such Bank to sign such documents, take all such actions and perform such obligations that the Agent deems necessary or appropriate to bind each of the Banks under the Credit Documents and to create, perfect or applicable law, unless Agent is indemnified maintain the existence or perfected status of any security interest created pursuant 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoCredit Documents.

Authorization and Action. Each Lender (a) The Company and each Bank Investor hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents Security Agreement as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender In furtherance, and without limiting the generality, of the foregoing, the Company and each Bank Investor hereby acknowledges appoints the Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Agent shall not have may deem necessary or appropriate or that the Company or a Bank 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 reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assumethe Issuer hereunder, or be deemed to have assumedenable any of them to exercise or enforce any of their respective rights hereunder, any obligation towardincluding, without limitation, the execution by the Agent as secured party/assignee of such financing or continuation statements, or relationship amendments thereto or assignments thereof, relative to all or any of agency the Receivables now existing or trust with hereafter arising, and such other instruments or fornotices, Borroweras may be necessary or appropriate for the purposes stated hereinabove. As to any matters not expressly provided for by this Agreement The Company and the Majority Investors may direct the Agent to take any such incidental action hereunder. With respect to other Loan Documents (including without limitation enforcement and collection of actions which are incidental to the Notes)actions specifically delegated to the Agent hereunder, the Agent may, but shall not be required to, exercise any discretion or to 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 instructions direction of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersInvestors; provided, however, that Agent shall not be fully justified in failing or refusing required to take any action which exposes Agent to any liability or which is contrary to this Agreement, hereunder if the other Loan Documents or applicable 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 taking of taking or continuing to take any such action. If Agent seeks , in the consent or approval reasonable determination of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement)Agent, with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.shall

Authorization and Action. Each (a) Issuing Bank and each Lender hereby appoints and authorizes each Agent to take such action on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Issuing Bank and each Lender hereby acknowledges that no Agent shall not have have, by reason of this Agreement Agreement, assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, each Agent shall act solely as agent of Lenders and Issuing Bank and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, any Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes)Documents, each Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by an Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, provided that each Agent shall be fully justified in failing or refusing to take any action which exposes such Agent to any liability or which is contrary to this Agreement, the other Loan Documents or applicable law, unless each applicable 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 any 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, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant hereto. (b) Issuing Bank and each Lender hereby authorizes Agent and U.S. Collateral Agent to delegate to Canadian Agent and Canadian Collateral Agent or U.K. Agent and U.K. Collateral Agent any and all of its obligations under this Agreement and the Loan Documents with respect to all actions required to be taken in Canada and the United Kingdom, respectively, of any kind whatsoever. Canadian Agent, Canadian Collateral Agent, U.K. Agent and U.K. Collateral Agent, when acting pursuant to the authority granted hereunder, shall have all the protections, indemnities, rights and powers granted to Agent or U.S. Collateral Agent, as applicable, under this Agreement and any Loan Document. (c) To the extent necessary, each Lender appoints Canadian Collateral Agent as its agent to hold in the name of the Canadian Collateral Agent, for the benefit of each Secured Party, any of the debentures issued by Canadian Borrower and outstanding from time to time forming part of the Security Documents, and appoints CIBC Mellon Trust Company as the person holding the power of attorney for the holders of bonds or other titles of indebtedness for all purposes of Article 2692 of the Civil Code of Quebec. Each Borrower, to the extent necessary, hereby consents to all present and future appointments made in this Section 11.1(c) or pursuant thereto.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions ; and duties under nothing in this AgreementAgreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent shall act solely any obligations in respect of this Agreement or the other Loan Documents except as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerexpressly set forth herein. As to any matters not expressly provided for by this Agreement and the other Loan Documents (Agreement, including without limitation enforcement and or collection of the Notes)Loans, the 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) action except upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLenders and any holders of any Note; provided, provided that the Agent shall not be fully justified in failing or refusing required to take any action which exposes the Agent to any personal liability or which is contrary to this Agreement, the other Loan Documents or applicable law. In the absence of instructions from the Majority Lenders, unless the Agent is indemnified shall have authority (but no obligation), in its sole discretion, to its satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking take or continuing not to take any such action. If Agent seeks , unless this Agreement specifically requires the consent of all Lenders or approval the consent of Majority Lenders and any such action or failure to act shall be binding on all Lenders and on all holders of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Notes. Each Lender and each holder of any Note shall notify each Lender at any time that execute and deliver such additional instruments, including powers of attorney in favor of the Majority Lenders (Agent, as may be necessary or such greater or lesser number of Lenders) have instructed desirable to enable the Agent to act or refrain from acting pursuant heretoexercise its powers hereunder.

Authorization and Action. 11.1.1 Each Lender hereby appoints and authorizes Administrative Agent and Canadian Agent to take such action on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Administrative Agent and Canadian Agent, as applicable, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that neither Administrative Agent shall not have nor Canadian Agent has by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Administrative Agent and Canadian Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerany Borrower or any of its Subsidiaries. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Administrative Agent and Canadian Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Administrative Agent or Canadian Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Administrative Agent and Canadian Agent shall be fully justified in failing or refusing to take any action which exposes Administrative Agent and/or Canadian Agent to any liability or which is contrary to this Agreement, the other Loan Documents or applicable law, unless Administrative Agent and/or Canadian 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 Administrative Agent and/or Canadian 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, Administrative Agent and/or Canadian Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Administrative Agent and/or Canadian Agent to act or refrain from acting pursuant hereto. 11.1.2 Each Lender hereby authorizes Administrative Agent to delegate to Canadian Agent any and all of its obligations under this Agreement and the other Loan Documents with respect to all actions required to be taken in Canada of any kind whatsoever. Canadian Agent, when acting pursuant to the authority granted hereunder, shall have all the protections, indemnities, rights and powers granted to Administrative Agent under this Agreement and any other Loan Document.

Authorization and Action. (a) Each Lender hereby Purchaser appoints and authorizes Agent to take CapEx, L.P. as its agent (in such action on its behalf and capacity, "Agent"), for the purposes of collecting payments, electing to exercise such powers the rights of the Purchasers under this Agreement and the other Loan Transaction Documents as herein and therein provided, and holding and enforcing those security documents referred to in the 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 Security in accordance with this Agreement. For such purposes, each Purchaser authorizes Agent on behalf of such Purchaser to take such action and to exercise such rights, powers and discretions as are expressly delegated to Agent by it under this Agreement and the other Transaction Documents and on the terms hereof and thereof, or thereof together with such other rights, powers and discretions as are reasonably incidental thereto; provided always, however, that, without the consent of both Purchasers, Agent shall not: (i) effect or agree to any change in the interest rate, payment dates, maturity date or conversion rights under the Debentures; or (ii) fail to elect under Section 7.1 of the Debentures to accelerate repayment of all indebtedness owing thereunder upon the occurrence of a Default Event and proceed to enforce all security held by Agent for such indebtedness. Each Lender hereby acknowledges that Agent may perform any of its duties hereunder or thereunder by or through its agents, officers or employees. Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of be required to exercise any Lender. In performing its functions and duties under this Agreementright, Agent shall act solely power or discretion or take any action as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and or the other Loan Transaction Documents (including including, without limitation limitation, enforcement and of the collection of any amounts owing to the NotesPurchasers hereunder), . Agent may, but shall not be required to, to exercise any right, power or 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any personal liability or risk thereof or which is contrary to this Agreement, the other Loan Transaction Documents or applicable law. The duties of Agent, unless as agent, shall be mechanical and administrative in nature. Agent is indemnified to its satisfaction by the other Lenders against any and all liability and expense which it may incur shall not have, by reason of taking this Agreement or continuing to take any such action. If the other Transaction Documents, a fiduciary relationship in respect of either Purchaser. (b) Agent seeks the consent or approval shall only act on behalf of the Majority Lenders (or a greater or lesser number of Lenders Purchasers in dealings and communications with the Company as required set out in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify be the only person to so act, except as may be otherwise agreed in writing between the parties hereto. The Company and the Subsidiaries may rely upon the grant and delegation of authority provided in this section 8 from each Lender at any time that of the Majority Lenders (or such greater or lesser number of Lenders) have instructed Purchasers to Agent to act or refrain from acting pursuant heretowithout further inquiry.

Authorization and Action. Each Lender (a) (i) The Company, Sheffield and each Bank Investor hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Transaction Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender In furtherance, and without limiting the generality, of the foregoing, the Company, Sheffield and each Bank Investor hereby acknowledges appoints the Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Agent shall not have may deem necessary or appropriate or that the Company, Sheffield or a Bank 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 reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assumethe Transferor hereunder, or be deemed to have assumedenable any of them to exercise or enforce any of their respective rights hereunder, any obligation towardincluding, without limitation, the execution by the Agent as secured party/assignee of such financing or continuation statements, or relationship of agency amendments thereto or trust with assignments thereof, relative to all or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes)Receivables now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. The Majority Investors may direct the Agent mayto take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Agent hereunder, but the Agent shall not be required to, exercise any discretion or to 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 instructions direction of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersInvestors; provided, however, that Agent shall not be fully justified in failing or refusing required to take any action which exposes Agent to hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any liability or which is contrary to this Agreement, the other Loan Documents or applicable 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 rule or continuing to take any such action. If Agent seeks the consent regulation or approval of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect contrary to any action hereunderprovision of this Agreement or shall expose the Agent to liability hereunder or otherwise. Upon the occurrence and during the continuance of any Termination Event or Potential Termination Event, the Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders take no action hereunder (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.other than

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Credit Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that The Agent shall not have be fully justified in failing or refusing to take any action under this Agreement or under any of the other Credit Documents unless it shall first receive such advice or concurrence of Required Lenders as it deems appropriate or 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 this Agreement assumed a fiduciary relationship in respect of taking or continuing to take any Lendersuch action. In performing its functions and duties under this Agreement, The Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but 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 in all cases be fully protected in so acting acting, or in refraining from acting) upon , hereunder or under any of the other Credit Documents in accordance with the instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which exposes that, in its opinion or the opinion of its counsel, may expose the Agent to any liability or which that is contrary to this Agreement, any other Credit Document or Applicable Law. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default (other Loan Documents than the nonpayment of principal or applicable lawinterest on the Loans or of fees payable hereunder) unless the Agent has received notice from a Lender or a Borrower specifying such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Agent receives such a notice, unless the Agent shall give prompt notice thereof to the Lenders. The Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by Required Lenders and as is indemnified to its satisfaction permitted by the other Lenders against any Credit Documents; provided, that unless and all liability and expense which it until the Agent shall have received such directions, the Agent may incur by reason of taking or continuing to (but shall not be obligated 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)refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interest of the Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of Required Lenders or of all Lenders. The provisions of this Section 13 are solely for the benefit of the Agent and the Lenders, and the Borrowers shall not have rights as third-party beneficiaries of any action hereunderof such provisions, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoexcept as specifically set forth in this Section 13.

Authorization and Action. (a) Each Lender and each Issuer hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and thereto. Each Without limitation of the foregoing, each Lender and each Issuer hereby acknowledges authorizes the Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Agent is a party, and to exercise all rights, powers and remedies that the Agent shall not may have by reason of this Agreement assumed a fiduciary relationship under such Loan Documents and agrees, that to the extent the Agent is acting in respect its capacity as security trustee holding German trust property of any Lender. In performing its functions and duties under this AgreementDesignated Subsidiary consisting of receivables governed by German law, Agent the Agent, in such capacity, shall act solely hold such trust property as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. a German law trustee (Treuhander). (b) As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Revolving Credit Notes), the 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder(and the Issuers to the extent provided in the third proviso to Section 10.1), and such instructions shall be binding upon all LendersLenders and all holders of Revolving Credit Notes (and all Issuers, to the extent applicable); provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which the Agent in good faith believes exposes Agent it to any personal liability or which is contrary to this Agreement, Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by any Loan Party pursuant to the terms of this Agreement or the other Loan Documents or applicable 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoDocuments.

Authorization and Action. Each Lender hereby appoints and authorizes Agent to take such action on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, any Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing -------- or refusing to take any action which exposes Agent to any liability or which is contrary to this Agreement, the other Loan Documents or applicable 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 the Majority Lenders (Lenders, Majority Term Loan B Lenders, or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (Lenders, Majority Term Loan B Lenders, or such greater or lesser number of Lenders) Lenders have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The duties of Agent shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions ; and duties under nothing in this AgreementAgreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon Agent shall act solely any obligations in respect of this Agreement or the other Loan Documents except as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerexpressly set forth herein. As to any matters not expressly provided for by this Agreement and the other Loan Documents (Agreement, including without limitation enforcement and or collection of the Notes)Loans, 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) action except upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; providedLenders and any holders of any Note, provided that Agent shall not be fully justified in failing or refusing required to take any action which exposes Agent to any personal liability or which is contrary to this Agreement, the other Loan Documents or applicable lawlaw and provided, unless further, that without the consent of all Lenders, Agent is indemnified may not be instructed nor shall Agent otherwise agree on behalf of Lenders to change or modify the definition of "Majority Lenders", the timing or rates of interest payments, or the timing or amounts of principal payments due in respect of the Burdxxx Xxxns or the Revolving Loans, and provided, further, that the terms of this Article 8 shall not be amended without the prior written consent of Agent (acting for its satisfaction by own account). In the other Lenders against any and all liability and expense which it may incur by reason absence of taking instructions from the Majority Lenders, Agent shall have authority (but no obligation), in its sole discretion, to take or continuing not to take any such action. If Agent seeks , unless this Agreement specifically requires the consent of all Lenders or approval the consent of the Majority Lenders (and any such action or a greater or lesser number failure to act shall be binding on all Lenders and on all holders of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each the Notes. Each Lender and each holder of any Note shall notify each Lender at any time that the Majority Lenders (execute and deliver such additional instruments, including powers of attorney in favor of Agent, as may be necessary or such greater or lesser number of Lenders) have instructed desirable to enable Agent to act or refrain from acting pursuant heretoexercise its powers hereunder.

Authorization and Action. Each Lender hereby Bank appoints and authorizes CNAI to act as the Administrative Agent hereunder, and each Bank irrevocably authorizes the Administrative Agent (for so long as the Administrative Agent remains in such capacity under this Agreement) to take act as the contractual representative of such action Bank with only the rights and duties expressly set forth herein. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIII. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Bank by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Banks with only those duties as are expressly set forth in this Agreement. In its capacity as the Banks’ contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the Banks, (ii) is a “representative” of the Banks within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement. Each Bank agrees to assert no claim against the Administrative Agent on its behalf any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Bank waives. The Administrative Agent shall have and to may exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental theretohereto. Each Lender hereby acknowledges that The Administrative Agent shall not have no implied duties to the Banks, or any obligation to the Banks to take any action hereunder, except any action specifically provided by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or to be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowertaken by the Administrative Agent. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), the Administrative 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderBanks, and such instructions shall be binding upon all LendersBanks and all holders of the Notes; provided, however, that the Administrative Agent shall not be fully justified in failing or refusing required to take any action which exposes the Administrative Agent to any personal liability or which is contrary to this Agreement, the other Loan Documents Agreement or applicable law. The Administrative Agent agrees to give to each Bank prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement. The Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other instrument, unless document or agreement executed in connection herewith by or through employees, agents, and attorney-in-fact and shall not be answerable to the Banks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without limiting the foregoing, the Administrative Agent is indemnified may appoint any Affiliate as its agent for all matters relating to its satisfaction Advances made in Alternative Currencies. Each such agent shall be entitled to all of the rights and benefits granted to the Administrative Agent hereunder, and each Bank shall treat any notice given by any such agent as if it had been given directly 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, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoAdministrative Agent.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Credit Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that The Agent shall be fully justified in failing or refusing to take any action which exposes Agent to under this Agreement or under any liability or which is contrary to this Agreement, of the other Loan Credit Documents unless it shall first receive such advice or applicable law, unless Agent is concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the other Lenders against any and all liability and expense which may be incurred by it may incur by reason of taking or continuing to take any such action. If The Agent seeks the consent shall in all cases be fully protected in acting, or approval in refraining from acting, hereunder or under any of the Majority other Credit Documents in accordance with the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to this Agreement, any other Credit Document or applicable law. The Agent shall not be deemed to have knowledge or notice of the occurrence of a Default (other than the nonpayment of principal or interest on the Loans or of fees payable hereunder) unless the Agent has received notice from a Lender or a greater Borrower specifying such Default and stating that such notice is a “notice of default”. In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the Lenders. The Agent shall take such action with respect to such Default as shall be reasonably directed by the Required Lenders and as is permitted by the Credit Documents; provided, that unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or lesser number of Lenders as required in this Agreement)refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Required Lenders or of all Lenders. The provisions of this Section 13 are solely for the benefit of the Agent and the Lenders, and the Borrowers shall not have rights as third-party beneficiaries of any action hereunderof such provisions, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoexcept as specifically set forth in this Section 13.

Authorization and Action. (a) Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Without limitation of the foregoing, each Lender hereby acknowledges authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent shall not may have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. such Loan Documents. (b) As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), the Administrative 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be fully justified in failing or refusing required to take any action which the Administrative Agent in good faith believes exposes Agent it to any personal liability or which is contrary to this Agreement, the other Loan Documents Agreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of (a) each notice and, unless (b) to the extent the Administrative Agent is indemnified grants any consents, approvals, disapprovals or waivers to its satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking or continuing Borrower pursuant to take any such action. If Agent seeks the consent or approval directions of the Majority Lenders (or a greater or lesser number all of the Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof of such consent, 100 109 approval, disapproval or waiver, given to each Lender and shall notify each Lender at it by, or by it to, any time that Loan Party pursuant to the Majority Lenders (terms of this Agreement or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretothe other Loan Documents.

Authorization and Action. (a) Each Lender Party (in its capacity as a Lender, the Issuing Bank, the European Letter of Credit Bank, the Swing Line Bank and/or any Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that The Administrative Agent shall not have by reason of no duties or responsibilities except those expressly set forth in this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders the other Loan Documents and shall not assume, be a trustee for any Lender Party or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. Hedge Bank. (b) As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), the Administrative 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 instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; providedand any action taken or failure to act pursuant there shall be binding on all of the Lender Parties; PROVIDED, HOWEVER, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement, any other Loan Document or applicable law and except for action expressly required of the Administrative Agent hereunder or under the Loan Documents, the Administrative Agent shall in all cases be fully justified in failing or refusing to take any action which exposes Agent to any liability act hereunder or which is contrary to this Agreement, the other Loan Documents or applicable law, thereunder unless Agent is it shall be indemnified to its satisfaction by the other Lenders Lender Parties and Hedge Banks against any and all liability and expense which that may be incurred by 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, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. (1) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent it by the terms hereof and thereofof this Agreement, together with such the powers as are reasonably incidental thereto. Each Lender hereby acknowledges that , but the Administrative Agent shall not have by reason of any duties or responsibilities, except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement assumed a fiduciary relationship in respect of or any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, other Credit Document or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerotherwise exist against the Administrative Agent. As to any matters not expressly provided for by this Agreement and Agreement, the other Loan Documents (including without limitation enforcement and collection of the Notes), Administrative Agent may, but 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 actingdoing) upon the joint instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such which instructions shall be binding upon all Lenders but, in the absence of any such instructions, the Administrative Agent may (but shall not be obliged to) act as it shall deem fit in the best interests of the Lenders; provided, that 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 fully justified in failing deemed to be a trustee or refusing 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 Agent it to any liability or which personal liability; (ii) is contrary to this AgreementAgreement or any applicable Law; (iii) would require it to become registered to do business in any jurisdiction; or (iv) would subject it to taxation or additional taxation in any jurisdiction. (2) The Administrative Agent has no duties or obligations other than as set out in this Agreement and there shall not be construed against the Administrative Agent any implied duties (including fiduciary duties), obligations or covenants. The Administrative Agent may execute or perform, and may delegate the other Loan execution and performance of, any of its powers, rights, discretions and duties under the Credit Documents through or applicable lawto any Persons designated by it. References in any Credit Document to an Agent shall include references to any such Persons. (3) The Administrative Agent shall not be obliged to (i) take or refrain from taking any action or exercise or refrain from exercising any right or discretion under the Credit Documents; or (ii) incur or subject itself to any cost in connection with the Credit Documents, unless Agent it is first specifically indemnified to its satisfaction or furnished with security by the other Lenders against any Lenders, in form and all liability and expense substance satisfactory to it (which it may incur by reason include further agreements of taking indemnity or continuing to take any such action. If Agent seeks the consent or approval deposit of funds). (4) The Issuing Lender shall act on behalf of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunderLetters of Credit issued by it and the documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent shall send notice thereof in this Article 10 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term "Administrative Agent" as used in this Article 10 and in the definition of "Agent-Related Person" included the Issuing Lender with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Issuing Lender. (5) For the purposes of creating a SOLIDARITE ACTIVE between each Lender taken individually, and the Administrative Agent in accordance with Article 1541 of the Civil Code, the Borrower, each Guarantor and each Lender (on its own behalf) acknowledge and agree with the Administrative Agent that such Lender and the Administrative Agent are hereby conferred the legal status of solidary creditors of the Borrower and each Guarantor in respect of all amounts, liabilities and other obligations owed by the Borrower and each Guarantor to each of them hereunder and under the other Credit Documents (collectively, the "SOLIDARY CLAIM") and that, accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code, the Borrower and each Guarantor is irrevocably bound towards each of the Administrative Agent, as solidary creditor for itself and the said Lender and shall notify each Lender at any time in respect of the entire Solidary Claim. As a result of the foregoing, the parties hereto acknowledge that the Majority Lenders (or such greater or lesser number Administrative Agent and each Lender, shall at all times have a valid and effective right of action for the entire Solidary Claim and that the Liens of the Security Documents shall accordingly be granted to the Administrative Agent, for its own behalf and for the benefit of the Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints Bank as “Agent” under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and the other Loan Documents as are expressly delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, Agent shall not have by reason of any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement assumed a or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to Agent is not intended to connote any fiduciary relationship in respect or other implied (or express) obligations arising under agency doctrine of any Lenderapplicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. In performing its functions and duties under this Agreement, Agent shall act solely as agent on behalf of Lenders the Secured Parties and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, any Borrower. The provisions of this Section 11 are solely for the benefit of Agent and Lenders, and Borrowers shall have no rights as third party beneficiaries of any provisions of this Section 11. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, provided that Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any liability or which is contrary to this Agreement, the other Loan Documents or applicable 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and authorizes Agent to be its agent hereunder, and to be its possessory agent as to all Collateral, and to take such action on its behalf and to exercise such rights, remedies and powers under this Agreement and the other Loan Related Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental theretothereto as determined solely by Agent. Each Lender hereby acknowledges that Agent shall not have have, by reason of this Agreement Agreement, assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerthe Company or its Subsidiaries. As to any matters not expressly provided for by this Agreement and the other Loan Related Documents (including including, without limitation limitation, enforcement and or collection of the Notes), Agent may, but shall not be required to, exercise any discretion or take any actionaction permitted thereunder, but provided, that the Agent 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 Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such written instructions shall be binding upon all Lenders; provided, however, that that Agent shall be fully justified in failing or refusing to take any action which exposes Agent under this Agreement or the other Related Documents, or as to the Collateral, or as to any liability or which is contrary to this Agreement, the other Loan Documents or applicable lawthird party, unless Agent is shall first be indemnified to its satisfaction by the other Lenders against any and all liability and expense which it Agent may incur by reason of taking or continuing being requested not to take take, any such actionaction requested by the Required Lenders. If Agent seeks the consent or approval of the Majority Required Lenders (or a greater or lesser number of Lenders as required in this Agreement), ) with respect to any action or decision hereunder, Agent shall send written notice thereof to each Lender and thereafter shall notify each Lender at any time that the Majority Required Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto. In requesting the Agent to act or refrain from acting, each Lender shall send its written instructions to the other Lenders as well as the Agent.

Authorization and Action. Each Lender (a) The Company and each Bank Investor hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Transaction Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender In furtherance, and without limiting the generality, of the foregoing, the Company and each Bank Investor hereby acknowledges appoints the Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Agent shall not have may deem necessary or appropriate or that the Company or a Bank 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 reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assumethe Transferor hereunder, or be deemed to have assumedenable any of them to exercise or enforce any of their respective rights hereunder, any obligation towardincluding, without limitation, the execution by the Agent as secured party/assignee of such financing or continuation statements, or relationship amendments thereto or assignments thereof, relative to all or any of agency the Receivables now existing or trust with hereafter arising, and such other instruments or fornotices, Borroweras may be necessary or appropriate for the purposes stated hereinabove. As to any matters not expressly provided for by this Agreement The Company and the Majority Investors may direct the Agent to take any such incidental action hereunder. With respect to other Loan Documents (including without limitation enforcement and collection of actions which are incidental to the Notes)actions specifically delegated to the Agent hereunder, the Agent may, but shall not be required to, exercise any discretion or to 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 instructions direction of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersInvestors; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which exposes hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any applicable law, rule or regulation or contrary to any provision of this Agreement or shall expose the Agent to liability hereunder or otherwise. Upon the occurrence and during the continuance of any liability Termination Event or Potential Termination Event, the 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 38 Investors. The Agent shall not, without the prior written consent of all Bank Investors, agree to (i) amend, modify or waive any provision of this Agreement in any way which is contrary would (A) reduce or impair Collections or the payment of Discount or fees payable hereunder to the Bank Investors or delay the scheduled dates for payment of such amounts, (B) increase the Servicing Fee Percentage, (C) modify any provisions of this Agreement, the other Loan Documents Pooling and Servicing Agreement or applicable law, unless Agent is indemnified the Series Supplement relating to its satisfaction the timing of payments required to be made by the Transferor or the Servicer or the application of the proceeds of such payments, (D) the appointment of any Person (other Lenders against than the Trustee) as successor Servicer, or (E) release any and all liability and expense property from the lien provided by this Agreement (other than as expressly contemplated herein). The Agent shall not agree to any amendment of this Agreement which it may incur by reason increases the dollar amount of taking or continuing a Bank Investor's Commitment without the prior consent of such Bank Investor. In addition, the Agent shall not agree to take any such action. If Agent seeks amendment of this Agreement not specifically described in the two preceding sentences without the consent or approval of the related Majority Lenders (Investors. In the event the Agent requests the Company's or a greater Bank Investor's consent pursuant to the foregoing provisions and the Agent does not receive a consent (either positive or lesser number negative) from the Company or such Bank Investor within 10 Business Days of Lenders as required the Company's or Bank Investor's receipt of such request, then the Company or such Bank Investor (and its percentage interest hereunder) shall be disregarded in this Agreement), with respect to any action hereunder, determining whether the Agent shall send notice thereof to each Lender have obtained sufficient consent hereunder. (b) The Agent shall exercise such rights and shall notify each Lender at any time that powers vested in it by this Agreement and the Majority Lenders (other Transaction Documents, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoperson's own affairs.

Authorization and Action. (1) Each Lender hereby irrevocably appoints and authorizes the Agent to take such action be its agent in its name and on its behalf and to exercise such rights or powers granted to the Agent on behalf of the Lenders under this Agreement to the extent specifically provided herein and the other Loan Documents as are delegated to Agent by on the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender thereto and the Agent hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions accepts such appointment and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerauthorization. As to any matters not expressly provided for by this Agreement and Agreement, the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but shall not be required to, to exercise any discretion or take any action, but but, subject to Section 16.10, shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of the Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which exposes the Agent to liability in such capacity or which could result in the Agent’s incurring any liability costs and expenses, without provision being made for indemnity of the Agent by the Lenders against any loss, liability, cost or expense incurred, or to be incurred or which is contrary to this Agreement, the other Loan Documents Agreement or applicable law. (2) The Lenders agree that all decisions as to actions to be or not to be taken, unless Agent is indemnified as to its satisfaction by consents or waivers to be given or not to be given, as to determinations to be made and otherwise in connection with this Agreement and 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 Documents, shall be made upon the consent or approval decision of the Majority of the Lenders (except in respect of a decision or a greater or lesser number of Lenders as required determination where it is specifically provided in this Agreement)Agreement that “all of the Lenders”, “all Lenders” or “each of the Lenders” or words to similar effect, or the Agent alone, is to be responsible for same. Each of the Lenders shall be bound by and agrees to abide by and adopt all decisions made as aforesaid and covenants in all communications with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent Borrower to act in concert and to join in the action, consent, waiver, determination or refrain from acting pursuant heretoother matter decided as aforesaid. (3) For certainty, the Agent is authorized to execute and deliver the Security and any document or instrument in connection therewith.

Authorization and Action. (a) Each Lender Bank hereby appoints and authorizes Agent the Agents to take such action as agents on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent the Agents by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the NotesObligations), Agent may, but the Agents 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 instructions of the Majority LendersBanks (or, whenever as applicable, Banks with the necessary aggregate Applicable Pro Rata Shares or Voting Pro Rata Shares, as the case may be, with discretion over such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereundermatters), and such instructions shall be binding upon all LendersBanks and all holders of Notes; provided, however, that no Agent shall be fully justified in failing or refusing required to take any action which exposes such Agent to any personal liability or which is contrary to this AgreementAgreement or applicable law. (b) The provisions of this Article XIV are solely for the benefit of the Agents and the Banks, and neither the Company nor any Subsidiary of the Company (including, without limitation, the other Loan Documents Multicurrency Borrowers) shall have any rights to rely on or applicable law, unless Agent is indemnified to its satisfaction by the other Lenders against enforce 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 provisions hereof (or a greater or lesser number of Lenders other than as required expressly set forth in Section 14.07). In performing its functions and duties under this Agreement), each Agent shall act solely as agent, as the case may be, of the Banks and/or the Issuing Banks, as applicable, and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with respect to or for the Company or any action Subsidiary of the Company. Each of the Agents may perform any of its duties hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that or under the Majority Lenders (Credit Documents, by or such greater through its agents or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoemployees.

Authorization and Action. Each Subject to the last sentence of this subsection (a) and the provisions of Section 11(f) hereof, each Lender hereby irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto, including the power to take any action, or refrain from taking any action, in its sole and absolute discretion as to any matter that may arise under this Agreement or the Loan Documents as to which the Lenders or the Requisite Lenders are not given express authority hereunder. Each Lender hereby acknowledges that The Agent shall not have by reason of this Agreement assumed be deemed a trustee or fiduciary relationship in respect of for any Lender. In performing its functions and duties under this Agreement, The Agent shall act solely as agent of Lenders and shall not assume, have no duties or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerresponsibilities except those expressly set forth herein. As to any matters not expressly provided for by this Agreement and Agreement, the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may exercise its discretion as aforesaid or may, but shall not be required toat its sole option, 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 so refraining from acting) upon the instructions of the Majority Requisite Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersLenders and all holders of Notes; providedprovided however, that the Agent shall not be fully justified in failing or refusing required to take any action which which, in Agent’s good faith judgment, exposes the Agent to any personal liability or which is contrary to this Agreement, the other Loan Documents Agreement or applicable law. All action, unless decisions and instructions of the Agent is indemnified in accordance with this Agreement shall be conclusive and binding upon all of the Lenders and holders of Notes and their successors and assigns and Borrower shall be entitled to its satisfaction by rely upon any instruction, notice or decision of the other Lenders against any Agent made in accordance with this Agreement. The authority of the Agent granted hereby shall terminate on such date as all of the Notes are paid in full or converted into equity securities of the Borrower 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 other monetary Obligations are paid in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretofull.

Authorization and Action. Each Lender hereby appoints and authorizes Agent to take such action on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. Borrowers. 11.1.1 As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any liability or which is contrary to this Agreement, the other Loan Documents or applicable 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant hereto. 11.1.2 The capacity of Co-Administrative Agent is solely titular in nature and Co-Administrative Agent shall not have any additional rights or obligations under the Loan Documents by reason of such capacity.

Authorization and Action. (a) Each Lender Purchaser hereby designates and appoints First Chicago to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such action actions as agent on its behalf and to exercise such powers under as are delegated to the Agent by the terms of this Agreement and the other Loan Transaction Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that The Agent shall not have by reason any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement assumed a fiduciary relationship in respect of or any Lenderother Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under this Agreementthe other Transaction Documents, the Agent shall act solely as agent of Lenders for the Purchasers and does not assume nor shall not assume, or be deemed to have assumed, assumed any obligation toward, or relationship of trust or agency or trust with or for, Borrowerfor the Seller or any of its successors or assigns. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), The Agent may, but 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes the Agent to any personal liability or which is contrary to this Agreement, the any other Loan Documents Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to execute each of the Uniform Commercial Code financing statements, unless together with such other instruments or documents determined by the Agent to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Purchasers contemplated hereunder, on behalf of such Purchaser (the terms of which shall be binding on such Purchaser). (b) Without limiting the generality of the foregoing, the Agent is indemnified authorized (but not required) to its satisfaction by act on behalf of the other Lenders against any and all liability and expense which it Purchasers in connection with providing such instructions, approvals, waivers or consents as may incur by reason of taking from time to time be required hereunder or continuing under the Transfer Agreement to permit or authorize or direct the Seller 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, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretotaking any action under the Transfer Agreement; provided that the Agent may at any time, in its sole discretion, elect to refrain from providing any such instructions, approvals, waivers or consents until such time as it shall have received the consent thereto of the Required Investors.

Authorization and Action. (a) Each Lender hereby appoints Secured Party by its acceptance of the benefits of this Agreement shall be deemed to have appointed and authorizes Agent authorized the Security Trustee to take such action as trustee on its behalf of the Secured Parties and to exercise such powers and discretion under this 34 Agreement, the FAA Security Documents and the other Related Documents as are specifically delegated to the Security Trustee by the terms of, and to take instructions and directions from the Administrative Agent pursuant to, this Agreement, the FAA Security Documents and of the other Related Documents, and no implied duties and covenants shall be deemed to arise against the Security Trustee. For the avoidance of doubt, each Secured Party by its acceptance of the benefits of this Agreement hereby requests and instructs the Security Trustee to enter into all Assigned Lease-related documents and instruments which it is requested by any Grantor to enter into on this date and as may arise from time to time for the purpose of establishing and maintaining its security interest for itself and for the benefit of the other Secured Parties in respect of any Assigned Lease and each Grantor and Secured Party hereby agrees that the Security Trustee shall be afforded the same rights, protections, immunities and indemnities afforded to it hereunder, mutatis mutandis, in connection with the same (including, without limitation, any applicable Lease document or Lessee consent). (b) The Security Trustee accepts such appointment and agrees to perform the same but only upon the terms of this Agreement and the other Loan Documents as are delegated Indenture and agrees to Agent receive and disburse all moneys received by it in accordance with the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrower. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but Indenture. The Security Trustee in its individual capacity shall not be required toanswerable or accountable under any circumstances, exercise except for its own willful misconduct or gross negligence (or simple negligence in the handling of funds) or breach of any discretion or take any action, but shall be required to act or to refrain from acting (of its representations and shall be fully protected warranties set forth in so acting or refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action which exposes Agent to any liability or which is contrary to this Agreement, and the Security Trustee shall not be liable for any action or inaction of any Grantor or any other Loan Documents or applicable law, unless Agent is indemnified parties 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 the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoRelated Documents.

Authorization and Action. Each (a) Subject to Section 7.01(b), until all amounts owed to the Initial Lender in respect of its Note(s) are paid in full in cash, each Lender hereby appoints and authorizes MGIC to act as the Administrative Agent and the Collateral Agent to take such action as Administrative Agent and Collateral Agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall not have by reason of As to any matters expressly provided for in this Agreement assumed a fiduciary relationship in respect and the other Loan Documents as being subject to the discretion of any Lender. In performing its functions the Administrative Agent or the Collateral Agent, as the case may be, such matters shall be subject to the sole discretion of the Administrative Agent or the Collateral Agent, as the case may be, and duties under this Agreementtheir respective directors, Agent shall act solely as agent of Lenders officers, agents and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borroweremployees. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the NotesLoan), neither the Administrative Agent may, but nor the Collateral Agent 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 instructions of the Majority Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, however, that neither the Administrative Agent nor the Collateral Agent shall be fully justified in failing or refusing required to take any action which that exposes the Administrative Agent or the Collateral Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents or applicable law, unless Agent is indemnified to its satisfaction by the other Lenders against Applicable Law. During 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 time that a greater or lesser number of Lenders as required in this Agreement), Key Man Event has occurred with respect to any action hereunderboth of the individuals referred to in the definition thereof, (a) the Administrative Agent shall send notice thereof and the Collateral Agent agree to use reasonable commercial efforts to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement and shall notify the other Loan Documents and (b) the Borrower agrees to simultaneously give each Lender other than the Initial Lender (and, at any time that the Majority Administrative Agent or the Collateral Agent, as the case may be, is not MGIC or an Affiliate of MGIC, the Initial Lender) a copy of each report or other written information provided by the Borrower to the Administrative Agent and/or the Collateral Agent. Except for the contractual duties expressly provided in this Agreement or any other Loan Document, each Lender (by acceptance of its Note) acknowledges and agrees that neither the Administrative Agent nor the Collateral Agent nor any Affiliate of any such Person insofar as any such Person is an Affiliate of the Initial Lender (collectively, the “Initial Lender Group”) has any duties, fiduciary or otherwise, to such Lender in connection with the transactions contemplated by the Loan Documents and that each Person in the Initial Lender Group may seek to enforce what it perceives are the obligations of the Borrower hereunder in whatever manner such Person determines is in its best interest. (b) If all or any portion of the Notes are held by Lenders other than the Initial Lender, as soon as any Agent or any successor Agent appointed pursuant to Section 7.06 below becomes the subject of a Debtor Relief Proceeding, such Agent shall automatically be removed as Agent hereunder, without need for any further action by the parties hereto or to any of the Loan Documents. The Lenders that are not affiliated with such Agent shall within thirty (or such greater or lesser number of Lenders30) have instructed Agent days thereafter appoint another Person to act as Administrative Agent and/or Collateral Agent, as applicable, and to perform the duties thereof under each Loan Document; provided that, in each case, while any amount remains outstanding under the Initial Lender’s Note(s), such successor Agent (i) shall not be an Affiliate of the Borrower and (ii) shall be a commercial bank organized or refrain from acting pursuant heretolicensed under the laws of the United States or of any State thereof and have a combined capital and surplus of at least $5,000,000,000.

Authorization and Action. Each Lender hereby appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The duties of Agent shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement assumed 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 obligations in respect of this Agreement or the other Loan Documents except as expressly set forth herein. In performing its functions and duties any instance where Agent is required or permitted to consent to or approve any action of Borrowers under this Agreement, Agent such consent or approval shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, be administrative in nature and may be given or relationship of agency or trust with or for, Borrowerwithheld in Agent's sole discretion unless the Loan Document states otherwise. As to any matters not expressly provided for by this Agreement and the other Loan Documents (Agreement, including without limitation enforcement and or collection of the Notes)Loans, 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 actingrefraining) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon on all Lenders; provided, PROVIDED that Agent shall not be fully justified in failing or refusing required to take any action which exposes Agent to any personal liability or which is contrary to this Agreement, the other Loan Documents or applicable law. Without the consent of all Lenders, unless the Agent is indemnified shall not: - Change any Lender's Commitment or the total of all Lenders' Commitments. - Change the definition of Majority Lenders. - Change the timing or rates of interest payments. - Change the timing or amounts of principal payment due in respect of Loans. - Amend this Section 8.1. The terms of this Article 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 not the obligation), in its sole discretion, to its satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking take or continuing not to take any such action. If Agent seeks , unless this Agreement specifically requires 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, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that the Majority Lenders (or such greater or lesser number of Lenders) have instructed , and any such action or failure to act shall be binding on all Lenders. Each Lender shall execute and deliver such additional instruments, including powers of attorney in favor of Agent, as may be necessary or desirable to enable Agent to act or refrain from acting pursuant heretoexercise its powers hereunder.

Authorization and Action. (a) Each Lender Holder hereby irrevocably appoints and authorizes the Agent to take such action be its agent (including collateral agent) in its name and on its behalf and to exercise such rights or powers granted to the Agent or the Holders under this Agreement to the extent specifically provided herein and the other Loan Documents as are delegated to Agent by on the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender thereto and the Agent hereby acknowledges that Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions accepts such appointment and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerauthorization. As to any matters not expressly provided for by this Agreement and Agreement, the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but shall not be required to, to exercise any discretion or take any action, but but, subject to Section 15.9, shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, Holders and such instructions shall be binding upon all LendersHolders; provided, however, that the Agent shall not be fully justified in failing or refusing required to take any action which exposes the Agent to liability in such capacity or which could result in the Agent incurring any liability costs or expenses, without provision being made for indemnity of the Agent by the Holders against any loss, liability, cost or expense incurred, or to be incurred, or which is contrary to this Agreement, Agreement or Laws. The provisions of this Article 15 are solely for the other Loan Documents benefit of Agent and the Holders and no Note Party shall have any rights as a primary or applicable law, unless Agent is indemnified to its satisfaction by the other Lenders against third party beneficiary of 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 provisions thereof, except as required in this Agreement), with respect to any action expressly set forth herein. In performing its functions and duties hereunder, Agent shall send notice thereof to each Lender act solely as an agent of the Holders and does not assume and shall notify each Lender at not be deemed to have assumed any time obligation towards or relationship of agency or trust with or for any Note Party or any Affiliate thereof. (b) Except as provided otherwise in Sections 15.1(e), where the terms of this Agreement refer to any action to be taken hereunder or thereunder by the Holders or to any such action that requires the consent, approval, satisfaction, agreement or other determination of the Holders, the action taken by and the consent, approval, satisfaction, agreement or other determination given or made by the Majority Lenders Holders (or Majority Holders, as may be specified) shall constitute the action or consent, approval, agreement or other determination of the Holders herein or therein referred to. (c) Except as provided otherwise in this Section 15.1, the Agent shall have the right (but shall not be obligated) to take such greater actions as it deems necessary, or lesser number of Lenders) have instructed Agent to act or refrain from acting taking such actions or to give agreements, consents, approvals or instructions to the Issuer or any Material Subsidiary, on behalf of the Holders in respect of all matters referred to in or contemplated by this Agreement. Agent shall have only those duties and responsibilities that are expressly specified herein and the other Note Documents. Without limiting the generality of the foregoing, Agent shall not have or be deemed to have, by reason hereof or any of the other Note Documents, a fiduciary relationship in respect of any Holder; and nothing herein or any of the other Note Documents, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect hereof or any of the other Note Documents except as expressly set forth herein or therein. (d) Except as provided otherwise in Section 15.1(e) or where this Agreement expressly requires that any matter be determined or consented to by all the Holders, any provision of this Agreement may be amended only if the Issuer and the Majority Holders so agree in writing and any Default or Event of Default may be waived before or after it occurs only if the Majority Holders so agree in writing. (e) Any amendment, extension or waiver of, or consent or determination relating to, the terms of this Agreement which changes or relates to: (i) a decrease in the rates, or an extension in the dates of payment, of Interest payable to any Holder hereunder (other than any waiver or extension of the payment date in respect of Interest at the Default Rate) (it being agreed and understood that any individual Holder may waive such right as to itself); (ii) an increase in the Commitments held by any Holder (it being agreed and understood that any individual Holder may waive such right as to itself); (iii) a decrease in the amount of principal or fees, or an extension in the scheduled dates of payment, of principal or fees payable hereunder except for agency fees payable pursuant hereto.to the Agency Fee Agreement (it being agreed and understood that any individual Holder may waive such right as to itself); (iv) the dates or amounts of repayment of principal required under Sections 6.1 or 6.2 hereof (it being agreed and understood that any individual Holder may waive such right as to itself); (v) the types of Notes available hereunder; (vi) the definitions of “Majority Holders”, the payment waterfalls set forth in Section 6.3 or Section 6.4(f) or any requirement herein expressly requiring any application of proceeds to be a Pro Rata Basis or in accordance with a Holders’ Pro Rata Share (including any amendment to the defined term “Pro Rata Basis” or “Pro Rata Share”); (vii) an assignment or transfer by the Issuer of any or all of its rights and obligations under this Agreement, other than as permitted by Section 10.2(d); (viii) this Section 15.1(e); (ix) any release or subordination of all or substantially all of the Collateral or the release or subordination of all or substantially all of the Guarantees provided by the Subsidiaries, except, in the case of a release of a Guarantee, in connection with a transaction permitted by this Agreement; (x) upon the issuance of any Additional Notes, Section 10.2(n); or (xi) any provision hereof expressly contemplating or requiring “unanimous” consent, approval or agreement of the Holders;

Authorization and Action. Each Lender Bank hereby appoints ABN as Agent and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and perform such duties under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and or thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that The duties and obligations of the Agent are strictly limited to those expressly provided for herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall not have by reason of be read into this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowerotherwise exist against the Agent. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and of the Loan Documents or collection of the Notesany amounts due thereunder), the 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 instructions of the Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderBanks, and such instructions shall be binding upon all LendersBanks; provided, however, that except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to take act under any action which exposes Agent to any liability or which is contrary to this Agreement, the other Loan Documents or applicable law, Document unless Agent is it shall be indemnified to its satisfaction by the other Lenders Banks against any and all liability and expense which it may incur be incurred by reason of taking or continuing to take any such action, and that the Agent shall not in any event be required to take any action which exposes the Agent to liability or which is contrary to any Loan Document or applicable law. If Nothing in any Loan Document shall, or shall be construed to, constitute the Agent seeks a trustee or fiduciary for any Bank or the consent or approval Issuing Bank. In performing its functions and duties hereunder, the Agent shall act solely as the agent of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender Banks and does not assume and shall notify each Lender at not be deemed to have assumed any time that obligation towards or relationship of agency or trust with or for the Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to act or refrain from acting pursuant heretoBorrower.