Common use of Authorization and Action Clause in Contracts

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 Lender hereby acknowledges that Agents 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, each 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, the Loan Parties. 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), 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 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 such 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 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent and Collateral 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 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 Agents 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, each 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, the Loan Parties. 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided provided, however, that each the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes such the Administrative Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or Applicable Law, unless such applicable law. 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such 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 Majority Lenders Agent. Without limiting the 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 such 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 Administrative Agent and Collateral 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 Lender hereby acknowledges that Agents 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, each 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, the Loan PartiesBorrower. 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), 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 (or a greater or lesser number of Lenders as required in this Agreement)Lenders, whenever such instruction shall be requested by such 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 Lawapplicable law, unless such 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.

Authorization and Action. Each Lender hereby appoints WFCF as "Agent" under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Administrative Agent and Collateral 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 such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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 Loan Partiesbenefit 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, 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 (or a greater or lesser number of Lenders as required in this Agreement)Lenders, whenever such instruction shall be requested by such 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 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 Lawapplicable law, unless such 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.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 such the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Parties. 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided provided, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which that exposes such the Agent to any personal liability or which that is contrary to this AgreementAgreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other Loan Documents implied duties, regardless of whether a Default or Applicable Lawan Event of Default has occurred and is continuing, unless such (b) the Agent is indemnified to its satisfaction by the other Lenders against 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 discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent seeks is required to exercise in writing as directed by the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority 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 such 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 and authorizes the Administrative Agent and Collateral 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 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 Agents 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, each 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, the Loan Parties. 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided provided, however, that each the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes such the Administrative Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or Applicable Law, unless such applicable law. 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such 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 Majority Lenders Agent. Without limiting the 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 such 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 Administrative Agent and Collateral 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 such 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 Agents 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, each 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, the Loan Partiesauthorization. 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), each 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 of the Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which exposes such 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 AgreementAgreement or applicable law. (2) The Lenders agree that all decisions as to actions to be or not to be taken, as to 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 Loan Documents Documents, shall be made upon the decision of the Majority of the Lenders except in respect of a decision or Applicable Law, unless such Agent determination where 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required 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, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent the 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 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 Administrative Agent the Joint Lead Arrangers and Collateral 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 Agents 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, each 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, the Loan Parties. 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided provided, however, that each 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 such applicable law. 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof give to each Lender and shall notify Party prompt notice of each Lender at 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 Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any time that Majority Lenders (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 such Agent to act or refrain from acting pursuant heretoauthorized signatory in doing so.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 Lender hereby acknowledges that Agents 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, each 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, the Loan PartiesBorrowers. 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), 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 (or a greater or lesser number of Lenders as required in this Agreement)Lenders, whenever such instruction shall be requested by such 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 Lawapplicable law, unless such 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.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 Lender hereby acknowledges that Agents 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, each 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, the Loan PartiesCo-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), 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 (or a greater or lesser number of Lenders as required in this Agreement)Lenders, whenever such instruction shall be requested by such 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 (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 Lawapplicable law, unless such 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.

Authorization and Action. Each Lender hereby Bank appoints and authorizes Bank One to act as the Administrative Agent hereunder, and Collateral 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 such the Administrative Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental theretohereto. Each Lender hereby acknowledges that Agents 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, each 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, taken by the Loan PartiesAdministrative 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), each 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 (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 provided, however, that each the Administrative Agent shall not be fully justified in failing or refusing required to take any action which exposes such the Administrative Agent to any personal liability or which is contrary to this 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, 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 other Loan Documents or Applicable LawAdministrative Agent may appoint any Affiliate as its agent for all matters relating to Advances made in Alternative Currencies. Each such agent shall be entitled to all of the rights and benefits granted to the Administrative Agent hereunder, unless and each Bank shall treat any notice given by any such Agent is indemnified to its satisfaction 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoAdministrative Agent.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 Lender hereby acknowledges that Agents 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, each 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, the Loan PartiesBorrower 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), 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 (or a greater or lesser number of Lenders as required in this Agreement)Lenders, whenever such instruction shall be requested by such 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 Lawapplicable law, unless such 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.

Authorization and Action. (a) Each Lender hereby appoints and authorizes the Administrative Agent and Collateral 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 such 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 that Agents shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing authorizes the Administrative Agent to execute and deliver, and to perform its functions and duties under this Agreementobligations under, each 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, the Loan Parties. Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such 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), each 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 (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderLenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided provided, however, that each 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 such Agent it to any personal liability or which is contrary to this AgreementAgreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of (a) each notice and, (b) to the extent the Administrative Agent grants any consents, approvals, disapprovals or waivers to the Borrower pursuant to the directions of the Majority Lenders or all of the Lenders as required hereunder, notice of such consent, approval, disapproval or waiver, given to it by, or by it to, any Loan Party pursuant to the terms of this Agreement or the other Loan Documents or Applicable Law, unless such 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 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoDocuments.

Authorization and Action. (1) Each Lender hereby irrevocably appoints and authorizes Administrative Agent and Collateral 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 such 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 Agents 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, each 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, the Loan Partiesauthorization. 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), each 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 of the Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which exposes such 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 AgreementAgreement or applicable law. (2) The Lenders agree that all decisions as to actions to be or not to be taken, as to 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 Loan Documents Documents, shall be made upon the decision of the Majority of the Lenders except in respect of a decision or Applicable Law, unless such Agent determination where 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required 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, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent the 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 Administrative Agent and Collateral 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 such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Partiesfor 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 each Agent shall be fully justified in failing or refusing to take any action which exposes such the Agent to any personal liability or which is contrary to this Agreement, any other 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, 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 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 Related Documents to permit or Applicable Law, unless such 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 authorize or continuing direct each Borrower to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such 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 and Collateral 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 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 Agents 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, each 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, the Loan Parties. 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided provided, however, that each the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes such the Administrative Agent to any personal liability or which that is contrary to this AgreementAgreement or applicable law, including without limitation, for the other Loan Documents or Applicable Lawavoidance of doubt, unless such 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunderthat may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, such modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. The Administrative Agent shall send notice thereof agrees to 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 Majority Lenders (or of such greater or lesser number Loan Documents. In its capacity as the Lender Parties’ contractual representative, the Administrative Agent is a “representative” of Lenders) have instructed such 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. Each Lender (a) The Company and each Bank Investor hereby appoints and authorizes Administrative Agent and Collateral 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 such 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 Agents shall not have the Agent 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, each 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, as may be necessary or appropriate for the purposes stated hereinabove. The Company and the Bank Investors may direct the Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Agent hereunder, the Loan Parties. 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), each 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 Majority Lenders (the Company or a greater or lesser number of Lenders as required in this Agreement)Bank Investor; provided, whenever such instruction shall be requested by such 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 each 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 which is contrary to this AgreementPotential Termination Event, the Agent shall take no action hereunder (other Loan Documents than ministerial actions or Applicable Lawsuch actions as are specifically provided for herein) without the prior consent of the Majority Investors. Unless otherwise provided herein, unless such the Agent is indemnified shall not authorize the release of any property conveyed to its satisfaction the Agent by the other Lenders against any and all liability and expense which it may incur by reason of taking Company or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant hereto.Transferor hereunder without

Authorization and Action. (1) Each Lender hereby irrevocably appoints and authorizes Administrative Agent and Collateral 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 such 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 Agents 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, each 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, the Loan Partiesauthorization. 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), each 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 of the Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which exposes such 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 AgreementAgreement or applicable law. (2) The Lenders agree that all decisions as to actions to be or not to be taken, as to 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 Documents, shall be made upon the decision of the Majority of the Lenders except in respect of a decision or determination where it is specifically provided in this 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 the Borrower to act in concert and to join in the action, consent, waiver, determination or other matter decided as aforesaid. (3) For certainty, the other Loan Documents or Applicable Law, unless such Agent is indemnified authorized to execute and deliver the Security, any Second Lien Intercreditor Agreement and any document or instrument in connection therewith and perform its satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking obligations under or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretothereof.

Authorization and Action. Each Lender (in its capacities as a Lender and Issuing Bank, as applicable) hereby appoints and authorizes Administrative Agent and Collateral 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 such the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Parties. 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), each 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 Majority the Required Lenders (or a greater such other number or lesser number percentage of the Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 provided, however, that each 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 such 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 such applicable law. 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such 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 Majority Lenders the 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 such Agent to act or refrain from acting pursuant heretoreflect only an administrative relationship between contracting parties.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent and Collateral 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 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 Agents 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, each 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, the Loan Parties. 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided provided, however, that each the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes such the Administrative Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or Applicable Law, unless such applicable law. 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such 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 Majority Lenders Agent. Without limiting the 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 such 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 and Collateral 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 such 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 Agents 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, each 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, the Loan Parties. 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), each 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 Majority the Required Lenders (or a greater such other number or lesser number percentage of the Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 provided, however, that each the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that, in its opinion, exposes such the Administrative Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or Applicable Law, unless such applicable law. 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such 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 Majority Lenders Agent. Without limiting the 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 such Agent to act or refrain from acting pursuant heretoreflect only an administrative relationship between independent contracting parties.

Authorization and Action. Each Lender (in its capacities as a Lender and Issuing Bank (as applicable)) hereby appoints and authorizes Administrative Agent and Collateral 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 such the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Parties. 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided PROVIDED, HOWEVER, that each 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 such Agent to any liability or which is contrary to under this Agreement, Agreement and the other Loan Documents or Applicable Law, unless such 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 any The Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect agrees to any action hereunder, such 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 Majority Lenders (agent or such greater attorneys-in-fact selected by the Agent in the absence of gross negligence or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretowillful misconduct.

Authorization and Action. Each Lender and each of the Secondary Lenders hereby irrevocably appoints and authorizes Administrative Agent and Collateral the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Program Documents as are delegated to such the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents The Agent shall not have by reason any duties or responsibilities, except those expressly set forth herein or in the other Program Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of the Agent 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, each Agent shall act solely as agent of Lenders and shall not assume, other Program Document or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, otherwise exist for the Loan PartiesAgent. As to any matters not expressly provided for by this Agreement and or the other Loan Documents (including without limitation enforcement and collection of Program Documents, the Notes), each Agent may, but shall not be required to, to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Majority the Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all the Secondary Lenders; provided provided, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which exposes such the Agent to any personal liability or which is contrary to this Agreement, the other Loan Program Documents or Applicable Law. Each Lender and each Secondary Lender agrees that in any instance in which the Program Documents provide that the Agent’s consent may not be unreasonably withheld, unless such provide for the exercise of the Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions to the Agent is indemnified to withhold 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 Majority Lenders (or a greater or lesser number of Lenders as required exercise its discretion 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoan unreasonable manner.

Authorization and Action. (a) Each Lender Investor hereby appoints and authorizes Administrative Agent and Collateral 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 such the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents shall not have by reason In furtherance, and without limiting the generality, of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreementthe foregoing, each Investor hereby appoints the Agent shall act solely as its agent of Lenders to execute and shall not assumedeliver all further instruments and documents, and take all further action that the Agent 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 the 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, as may be necessary or appropriate for the purposes stated hereinabove. The Majority Investors may direct the Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Agent hereunder, the Loan Parties. 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), each 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 (or a greater or lesser number of Lenders as required in this Agreement)Investors; provided, whenever such instruction shall be requested by such 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 each 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 shall not agree to any amendment of this Agreement not specifically described in the two preceding sentences without the consent of the Majority 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 consent (either positive or negative) from such Investor within 10 Business Days of such Investor’s receipt of such request, then such Investor (and its percentage interest hereunder) shall be disregarded in determining whether the Agent is indemnified to its satisfaction shall have obtained sufficient consent hereunder. (b) The Agent shall exercise such rights and powers vested in it by this Agreement and the other Lenders against any Transaction Documents, and all liability use the same degree of care and expense which it may incur by reason skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of taking or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoperson’s own affairs.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 such Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Partiesexpressly 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, each Agent may, but shall not be required to, to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingrefraining) upon the instructions of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderLenders, and such instructions shall be binding upon all Lenders; , provided that each Agent shall not 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 Agreement, the other Loan Documents or Applicable Lawapplicable law and provided, unless such 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 any 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, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such enable Agent to act or refrain from acting pursuant heretoexercise its powers hereunder.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan PartiesBorrowers. 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), 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement)Lenders, whenever such instruction shall be requested by such 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 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, Agreement or the other Loan Documents or Applicable Lawapplicable law, unless such 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 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 Lender hereby acknowledges that Agents 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, each 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, the Loan Partiesany 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), 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 (or a greater or lesser number of Lenders as required in this Agreement)Lenders, whenever such instruction shall be requested by such 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 Lawapplicable law, unless such 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.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan PartiesBorrower. 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), 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement)Required Lenders, whenever such instruction shall be requested by such 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, however, that each Agent shall be fully justified in failing or refusing to take any action which exposes such 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 shall first be indemnified (upon requesting such Agent is indemnified 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 any Agent seeks the consent or approval of Majority Required 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 Majority Required Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and irrevocably authorizes Administrative Agent and Collateral 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 such 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 Agents shall not have any action taken by reason the Agent in accordance with the provisions of this Second Restated Credit 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 shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, the Loan PartiesDocuments, and the exercise by the Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Lenders, and such instructions shall will be binding upon all the Lenders; provided that each . 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, 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 such 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 such 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 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoapplicable law.

Authorization and Action. Each Lender (in its capacities as a Lender and Issuing Bank, as applicable) hereby appoints and authorizes Administrative Agent and Collateral 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 such the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Parties. 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), each 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 Majority the Required Lenders (or a greater such other number or lesser number percentage of the Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 provided, however, that each 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 such 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 such applicable law. 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such 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 Majority Lenders (or of such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoprovisions.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 such 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 Agents 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, each 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, the Loan Parties. 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all Lenders; provided that each the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes such Agent it or its officers or directors to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or Applicable Law. Except for action requiring the approval of the Required Lenders, unless such the Administrative Agent is indemnified shall be entitled to use its satisfaction by the other Lenders against discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and all liability and expense with respect to taking or refraining from taking any 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 shall not incur any Agent seeks the consent liability under or approval in respect of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), any Loan Document with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such 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. Each Lender hereby Bank appoints and authorizes Bank One to act as the Administrative Agent hereunder, and Collateral 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 such the Administrative Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental theretohereto. Each Lender hereby acknowledges that Agents 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, each 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, taken by the Loan PartiesAdministrative 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), each 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 (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 provided, however, that each the Administrative Agent shall not be fully justified in failing or refusing required to take any action which exposes such the Administrative Agent to any personal liability or which is contrary to this 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, 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 other Loan Documents or Applicable LawAdministrative Agent may appoint any Affiliate as its agent for all matters relating to Advances made in Alternative Currencies. Each such agent shall be entitled to all of the rights and benefits granted to the Administrative Agent hereunder, unless and each Bank shall treat any notice given by any such Agent is indemnified to its satisfaction 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoAdministrative Agent.

Authorization and Action. Each Lender (a) The Company and each Bank Investor hereby appoints and authorizes Administrative Agent and Collateral 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 such 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 Agents shall not have the Agent 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, each 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, as may be necessary or appropriate for the purposes stated hereinabove. The Company and the Majority Investors may direct the Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Agent hereunder, the Loan Parties. 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), each 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 (or a greater or lesser number of Lenders as required in this Agreement)Investors; provided, whenever such instruction shall be requested by such 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 each 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 which is contrary to this AgreementPotential 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. "Majority Investors" shall mean, at any time, the other Loan Documents or Applicable Law, unless 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 is indemnified to its satisfaction by requests the other Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (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, such determining whether the Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoobtained sufficient consent hereunder.

Authorization and Action. Each Lender of the Secure Parties hereby irrevocably appoints and authorizes Administrative Agent and Collateral the Program Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Program Documents as are delegated to such the Program Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents The Program Agent shall not have by reason any duties or responsibilities, except those expressly set forth herein or in the other Program Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of the Program Agent 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, each Agent shall act solely as agent of Lenders and shall not assume, other Program Document or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, otherwise exist for the Loan PartiesProgram Agent. As to any matters not expressly provided for by this Agreement and or the other Loan Documents (including without limitation enforcement and collection of Program Documents, the Notes), each Program 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 (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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, however, that each the Program Agent shall not be fully justified in failing or refusing required to take any action which exposes such the Program Agent to any personal liability or which is contrary to this Agreement, the other Loan Program Documents or Applicable Law. Each Secured Party agrees that in any instance in which the Program Documents provide that the Program Agent's consent may not be unreasonably withheld, unless such provide for the exercise of the Program Agent's reasonable discretion, or provide to a similar effect, it shall not in its instructions to the Program Agent is indemnified to withhold 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 Majority Lenders (or a greater or lesser number of Lenders as required exercise its discretion 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoan unreasonable manner.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 such the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Parties. 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided provided, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which that exposes such 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 such 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 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretotherein.

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 Administrative Agent and Collateral 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 such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Partiesfor 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 each Agent shall be fully justified in failing or refusing to take any action which exposes such the Agent to any personal liability or which is contrary to this Agreement, any other 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, 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 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 Related Documents to permit or Applicable Law, unless such 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such 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 Majority Lenders.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent and Collateral 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 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 Agents 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, each 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, the Loan Parties. 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), each 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 Majority the Required Lenders (or a greater such other number or lesser number percentage of the Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 provided, however, that each the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes such the Administrative Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or Applicable Law, unless such applicable law. 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such 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 Majority Lenders Agent. Without limiting the 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 such Agent to act or refrain from acting pursuant heretoreflect only an administrative relationship between independent 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 Administrative Agent and Collateral 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 such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, for the Loan PartiesSeller 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 each Agent shall be fully justified in failing or refusing to take any action which exposes such the Agent to any personal liability or which is contrary to this Agreement, any other 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, together with such other Loan Documents instruments or Applicable Lawdocuments determined by the Agent to be necessary or desirable in order to perfect, unless 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such 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 and authorizes Administrative Agent and Collateral 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 Agents 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, each 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, the Loan Parties. 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided provided, however, that each 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 AgreementAgreement or applicable law. (b) In furtherance of the foregoing, each Lender hereby appoints and authorizes the other Loan Documents or Applicable LawCollateral Agent to act as the agent of such Lender for purposes of acquiring, unless such Agent is indemnified to its satisfaction by the other Lenders against 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 any Agent seeks the consent or approval of 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 Majority Lenders (it selects in accordance with the 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 such Agent to act or refrain from acting pursuant heretowillful misconduct.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 Lender hereby acknowledges that Agents 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, each 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, the Loan Partiesany 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), 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 (or a greater or lesser number of Lenders as required in this Agreement)Lenders, whenever such instruction shall be requested by such 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 Lawapplicable law, unless such 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.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent and Collateral 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 Holdco Guaranty Agreement as are delegated to such the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Parties. 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), each 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 Majority the Required Lenders (or a greater such other number or lesser number percentage of the Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 provided, however, that each the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes such the Administrative Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Holdco Guaranty Agreement or Applicable Law, unless such applicable law. 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such 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), but otherwise no Agent shall not have any duty to disclose, and shall notify each Lender at not be liable for the failure to disclose, any time information relating to Xxxxx Xxxxx or its Subsidiaries or Affiliates that Majority Lenders 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, Issuing Bank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the 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 such 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 irrevocably authorizes Administrative Agent and Collateral 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 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 Agents shall not have any action taken by reason Agent 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, each 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, the Loan Partiesbinding 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Lenders, and such instructions shall will be binding upon all Lenders; provided that each . The duties of Agent shall will be fully justified mechanical and administrative in failing 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 refusing failure to act in connection with this Agreement, the Credit Facilities or any of the Security Documents, Agent will be entitled to refrain from such act or 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 such Agent to any personal liability or which is contrary to this Agreement, the other Loan Documents any Security Document or Applicable Law, unless such 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 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoapplicable law.

Authorization and Action. Each Lender Note Holder and the Lessor hereby appoints and authorizes Administrative Agent and Collateral the Agent to take such action as the Agent on its behalf of the Note Holders and the Lessor and to exercise such powers under this Agreement and the other Loan Operative Documents as are delegated to such the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental theretothereto (including any delegation by the Lessor of its collection and disbursement functions). Each Lender The Lessor hereby acknowledges that Agents appoints and authorizes the Agent to collect, disburse, invest and otherwise administer on the Lessor's behalf all funds paid or payable to the Agent and the Lessor hereunder or under any of the Operative Documents, in each case in accordance with the terms thereof, and the Lessor, shall not have by reason be liable for the actions or inactions of this Agreement assumed a fiduciary relationship the Agent in respect connection with the Agent's collection, disbursement and administration of any Lender. In performing its functions and duties under this Agreement, each Agent shall act solely as agent of Lenders such funds and shall not assume, or be deemed have no duty to have assumed, any obligation toward, or relationship supervise the actions of agency or trust with or for, the Loan PartiesAgent. As to any matters not expressly provided for by this Agreement and or the other Loan Documents (including without limitation enforcement and collection of Operative Documents, the Notes), each Agent may, but shall not be required to, to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders Holders (except actions requiring the consent of all Note Holders and/or the Lessor, in which case the Agent shall act or a greater or lesser number of Lenders as required in this Agreementrefrain from acting upon instructions consented to by all Note Holders and/or the Lessor), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all LendersNote Holders and the Lessor; provided provided, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which exposes such the Agent to any personal liability or which is contrary to this Agreement, Agreement or applicable Law. The Agent agrees to give to each Note Holder and the other Loan Documents or Applicable Law, unless such Agent is indemnified Lessor prompt notice of each notice given to its satisfaction it by the other Lenders against any Company pursuant to the terms of the Operative Documents and all liability and expense which agrees to give each Note holder prompt Notice of each Notice given to it may incur by reason the Lessor pursuant to the terms of taking or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoOperative Documents.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral the Agent to take such action as administrative agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents Note as are delegated by such Lender to such it as Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender , and the Agent hereby acknowledges that Agents shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions accepts such authorization and duties under this Agreement, each 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, the Loan Partiesappointment. As to any matters not expressly provided for by this Agreement and the other Loan Documents Note or provided for with specific reference to this Section 9.1 (including including, without limitation limitation, enforcement and or collection of the NotesNote), each 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 actingaction) upon the instructions of Majority the Board or, if the Board Guarantee is no longer in full force and effect, the Requisite Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which exposes such the Agent to any liability or which is contrary to this Agreement, the other Loan Documents Board Guarantee, any Counter-Guarantee, any Counter-Guarantor Letter of Credit or Applicable Law, unless such Agent is indemnified the Note or applicable law. As to its satisfaction any provisions of this Agreement under which action may be taken or approval given by the other Requisite Lenders against any and all liability and expense which it or the Board or both, as the case may incur by reason of taking or continuing to take any such action. If any Agent seeks be, the consent action taken or approval of Majority given by the Requisite Lenders (or a greater the Board or lesser number of both, as the case may be, shall be binding upon all Lenders to the same extent and with the same effect as required in this Agreement), with respect to any action hereunder, such if each Lender had joined therein. The Agent shall send be entitled to rely upon any note, notice, consent, certificate, affidavit, letter, telegram, teletype message, facsimile transmission, statement, order or other document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons and, in respect of legal matters, upon the opinion of counsel selected by the Agent. The Agent may deem and treat the payee of the Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof to each Lender shall have been filed with the Agent. Any request, authority or consent of any Person who at the time of making such request or giving such authority or consent is the holder of the Note shall be conclusive and shall notify each Lender at binding on any time that Majority Lenders (subsequent holder, transferee or such greater or lesser number assignee of Lenders) have instructed such Agent to act or refrain from acting pursuant heretothe Note.

Authorization and Action. Each Lender Bank hereby appoints TCB as its Agent hereunder and irrevocably authorizes Administrative the Agent and Collateral Agent (subject to Section 12.7) to take such action as such Agent on its behalf and to exercise such powers under this Agreement and the other any Loan Documents Document as are delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents shall not have by reason Without limitation of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreementthe foregoing, each Bank expressly authorizes the Agent shall act solely as agent to execute, approve, deliver and perform its obligations under each of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, the Loan PartiesDocuments to which the Agent is a party, and to exercise all rights, powers, and remedies that such Agent may have thereunder. 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), each the Agent may, but shall not be required to, to exercise any discretion or take any action, but shall be required to act act, or to refrain from acting (and shall be fully protected in so acting or refraining from acting) acting as with regard to its relationship with the Banks), upon the instructions of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, Banks and such instructions shall be binding upon all Lendersthe Banks and all holders of any Note; provided PROVIDED, HOWEVER, that each the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or applicable Law. Except for action or other matters expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to take any act hereunder unless it shall (i) receive written instructions from the Majority Banks specifying the action which exposes such Agent to any liability or which is contrary to this Agreementbe taken, the other Loan Documents or Applicable Law, unless such Agent is and (ii) be indemnified to its satisfaction by the other Lenders Banks against any and all liability and expense expenses which may be incurred by it may incur by reason of taking or continuing to take any such action. If any a Default has occurred and is continuing, the Agent seeks shall take such action with respect to such Default as shall be directed by the consent or approval of Majority Lenders Banks in the written instructions (or a greater or lesser number of Lenders as required with indemnities) described in this Agreement)Section 12.1; 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 refrain from taking such action, with respect to any action hereunder, such Default as it shall deem advisable in the best interests of the Banks. The Agent shall send notice thereof to each Lender have no duties or responsibilities except for those expressly stated in this Agreement and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretothe other Loan Documents.

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 Administrative Agent and Collateral 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 such 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 Agents 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, each 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, the Loan Partiesresponsibilities 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Requisite Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided however, that each 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 such the Agent to any personal liability or which is contrary to this Agreement or applicable law. All action, decisions and instructions of the Agent 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 rely upon any instruction, notice or decision of the Agent made in accordance with this Agreement, . The authority of the other Loan Documents Agent granted hereby shall terminate on such date as all of the Notes are paid in full or Applicable Law, unless such Agent is indemnified to its satisfaction by converted into equity securities of the other Lenders against any Borrower and all liability and expense which it may incur by reason of taking or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required other monetary Obligations are paid 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretofull.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 such Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Parties. 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 Notes), each Agent may, but shall not be required to, to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderLenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided provided, however, that each Agent shall not 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 or applicable law. Lenders shall direct Agent as to any actions to be taken to enforce the rights of Agent and Lender under this Agreement, provided that if no agreement can be reached, then Agent shall take such actions, including demanding immediate payment of all amounts outstanding, collecting all Accounts, and disposing of all or any part of the other Loan Documents or Applicable LawCollateral, unless such Agent is indemnified in a way that will cause the amounts outstanding hereunder 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 actionbe repaid as quickly as commercially reasonable. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders Except as required otherwise provided for in this Agreement), with respect to no Lender shall take any action to collect amounts due hereunder, such enforce any obligations of Borrower or exercise any remedies against Borrower arising out of this Agreement without the prior written consent of Agent. Agent shall send notice thereof agrees to give to each Lender prompt notice of (a) each notice or report given to it by Borrower pursuant to the terms of this Agreement (including but not limited to those set forth in Section 6.3 hereof), and shall notify each Lender at (b) any time that Majority Event of Default hereunder. The provisions of this Article 12 are solely for the benefit of Lenders (or such greater or lesser number and Agent and Borrower has no rights as a third party beneficiary of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoany of the provisions hereof.

Authorization and Action. (a) Each Lender and each Issuing Bank hereby appoints and authorizes Administrative Agent and Collateral the Designated 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 such the Designated Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Parties. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and of this Agreement or collection of the NotesAdvances), each the Designated 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 (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderLenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided provided, however, that each the Designated Agent shall not be fully justified in failing or refusing required to take any action which exposes such the Designated Agent to any personal liability or which is contrary to this Agreement, the other Loan Documents Agreement or Applicable Law, unless such applicable law. The Designated Agent is indemnified agrees to its satisfaction give to each Lender prompt notice of each notice given to it by the other Lenders against any and all liability and expense which it may incur by reason Borrower pursuant to the terms of taking or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), . (b) Each Issuing Bank shall act on behalf of the Lenders with respect to any action hereunderLetters of Credit Issued by it and the documents associated therewith and such Issuing Bank shall have all of the benefits and immunities (i) provided to the Designated Agent in this Article VIII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit Issued by it or proposed to be Issued by it as fully as if the term “Designated Agent,” as used in this Article VIII, included such Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to such Issuing Bank. (c) The Designated Agent may perform any of its duties and exercise its rights and powers hereunder through any of its Affiliates. Notwithstanding anything herein to the contrary, the exculpatory provisions of this Article VIII and the provisions of Sections 9.04 and 9.08 shall apply to any such Affiliate of the Designated Agent and the Designated Agent shall send notice thereof remain responsible for the performance of such duties. (d) The Syndication Agent, the Co-Documentation Agents and the Arrangers named on the cover of this Agreement shall have no duties under this Agreement other than those afforded to them in their capacities as Lenders, and each Lender hereby acknowledges that the Syndication Agent, the Co-Documentation Agents and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of the Arrangers have no liability under this Agreement other than those assumed by them in their capacities as Lenders) have instructed such Agent to act or refrain from acting pursuant hereto.

Authorization and Action. (a) Each Lender Investor hereby appoints and authorizes Administrative Agent and Collateral 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 such the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents shall not have by reason In furtherance, and without limiting the generality, of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreementthe foregoing, each Investor hereby appoints the Agent shall act solely as its agent of Lenders to execute and shall not assumedeliver all further instruments and documents, and take all further action that the Agent 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 the 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, as may be necessary or appropriate for the purposes stated hereinabove. The Majority Investors may direct the Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Agent hereunder, the Loan Parties. 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), each 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 (or a greater or lesser number of Lenders as required in this Agreement)Investors; PROVIDED, whenever such instruction shall be requested by such 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 each 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 shall not agree to any amendment of this Agreement not specifically described in the two preceding sentences without the consent of the Majority 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 consent (either positive or negative) from such Investor within 10 Business Days of such Investor's receipt of such request, then such Investor (and its percentage interest hereunder) shall be disregarded in determining whether the Agent is indemnified to its satisfaction shall have obtained sufficient consent hereunder. (b) The Agent shall exercise such rights and powers vested in it by this Agreement and the other Lenders against any Transaction Documents, and all liability use the same degree of care and expense which it may incur by reason skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of taking or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoperson's own affairs.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes Administrative Agent and Collateral 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 such 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 Agents 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, each 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, the Loan Partiesauthorization. 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), each 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 (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which exposes such 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, the other Loan Documents or Applicable Law, unless such Agent is indemnified to its satisfaction by the other Lenders against any 2.8 and all liability and expense which it may incur by reason of taking or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement14.1(e), with respect where the terms of this Agreement refer to any action hereunderto be taken hereunder or thereunder by the Lenders or to any such action that requires the consent, such 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 send notice thereof have the right to each Lender 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 shall notify each Lender at any time that 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 greater determination or lesser number 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 an Event of Default exists (in which case a decision of the Majority Lenders shall bind all Lenders); (vii) have instructed such Agent to act the types of Loans available hereunder; (viii) the Security Documents, (ix) the definition of “Convertible Debentures”, “Excess Cash”, “Subordinated Debt” or refrain from acting pursuant hereto.“Unsecured Note Debt”, or an amendment or waiver of Section 9.2(f)(ii) or 9.2(x)(ii) or (iii);

Authorization and Action. (a) Each Lender Investor hereby appoints and authorizes Administrative Agent and Collateral the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Transaction 52 Documents as are delegated to such the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents shall not have by reason In furtherance, and without limiting the generality, of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreementthe foregoing, each Investor hereby appoints the Agent shall act solely as its agent of Lenders to execute and shall not assumedeliver all further instruments and documents, and take all further action that the Agent 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 the 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, as may be necessary or appropriate for the purposes stated hereinabove. The Majority Investors may direct the Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Agent hereunder, the Loan Parties. 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), each 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 (or a greater or lesser number of Lenders as required in this Agreement)Investors; provided, whenever such instruction shall be requested by such 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 each 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 shall not agree to any amendment of this Agreement not specifically described in the two preceding sentences without the consent of the Majority 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 consent (either positive or negative) from such Investor within 10 Business Days of such Investor’s receipt of such request, then such Investor (and its percentage interest hereunder) shall be disregarded in determining whether the Agent is indemnified to its satisfaction shall have obtained sufficient consent hereunder. (b) The Agent shall exercise such rights and powers vested in it by this Agreement and the other Lenders against any Transaction Documents, and all liability use the same degree of care and expense which it may incur by reason skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of taking or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoperson’s own affairs.

Authorization and Action. (1) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and Collateral 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 such 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 Agents , 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, each 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, otherwise exist against the Loan PartiesAdministrative 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), each 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 (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 such 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 such Agent it is first specifically indemnified to its satisfaction or furnished with security by the other Lenders, in form and substance satisfactory to it (which may include further agreements of indemnity or the deposit of funds). (4) The Issuing Lender shall act on behalf of the Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action 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 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 shall send notice thereof 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 in respect of the entire Solidary Claim. As a result of the foregoing, the parties hereto acknowledge that the Administrative Agent and each Lender, shall notify each Lender at any time all times have a valid and effective right of action for the entire Solidary Claim and that Majority Lenders (or such greater or lesser number 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 such Agent to act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral each Agent to take such action as agent on its such Lender's behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Agent shall administer the Loans in the same manner that such Agent administers loans made for its own account. The relationship between each Agent and the Lenders shall be that of principal and agent only and nothing herein shall be construed to deem an Agent a trustee or fiduciary for any Lender hereby acknowledges that Agents shall nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, each Agent will forward to each Lender copies or, where appropriate, originals of the documents delivered to such Agent pursuant to this Agreement or the other Loan Documents. Each Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to such Agent by a Borrower or any other Affiliate of a Borrower, pursuant to this Agreement or any other Loan Document not have by reason already delivered to such Lender pursuant to the terms of this Agreement assumed a fiduciary relationship in respect of or any Lender. In performing its functions and duties under this Agreement, each 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, the such other Loan PartiesDocument. 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 any of the NotesObligations), each 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 Majority the Requisite Lenders (or a greater or lesser number all of the Lenders as if explicitly required in under any other provision of this Agreement), whenever such instruction shall be requested by such 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 each Agent Lenders and all holders of any of the Obligations, provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agents shall not be fully justified in failing or refusing required to take any action which exposes such Agent to any liability or which is contrary to this Agreement, the Agreement or any other Loan Documents Document or Applicable Law. Not in limitation of the foregoing, unless such 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such an Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant hereto.not exercise any

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral the 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 the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Parties. 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), each 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 with respect to the Lenders in so acting or refraining from acting) upon the instructions of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderLenders, and such instructions shall be binding upon all Lenders; provided provided, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which exposes such the Agent to any liability or which is contrary to this Agreement, Agreement or the other Loan Documents or Applicable Law, unless such Agent is indemnified applicable law. Subject to its satisfaction by the foregoing provisions and to the other provisions of this Article 13, the Agent shall, on behalf of the Lenders: (a) execute any documents on behalf of the Lenders against providing collateral for or guarantees of the Lender Obligations; (b) hold and apply any collateral for the Lender Obligations, and the proceeds thereof, at any time received by it, in accordance with the provisions of this Agreement and the other Loan Documents; (c) exercise any and all liability rights, powers and expense which it may incur by reason remedies of taking the Lenders under this Agreement or continuing to take any such action. If of the other Loan Documents, including the giving of any Agent seeks the consent or approval waiver or the entering into of any amendment, subject to the provisions of Section 11.1; (d) at the direction of the Lenders, execute, deliver and file UCC financing statements, mortgages, deeds of trust, lease assignments and such other agreements in respect of any collateral for the Lender Obligations, and possess instruments included in the collateral on behalf of the Lenders; and (e) in the event of acceleration of the Borrowers' Indebtedness hereunder, act at the direction of the Majority Lenders (to exercise the rights of the Lenders hereunder and under the other Loan Documents. The Agent may undertake any actions required or a greater permitted hereunder through one 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretomore Affiliates.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 Lender hereby acknowledges that Agents 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, each Agent shall act solely as agent 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, the Loan PartiesBorrower. 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 (or a greater or lesser number of Lenders as required in this Agreement)Lenders, whenever such instruction shall be requested by such 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, however, that each Agent shall not be fully justified in failing or refusing required to take any action which exposes such Agent to any liability or which is contrary to this Agreement, the other Loan Documents or Applicable Lawapplicable law, unless such Agent is indemnified therefor to its satisfaction (which may, at Agent's option, include indemnification by the each Lender other Lenders against any and than Fleet for its pro rata share of all liability and expense which it may incur by reason of taking or continuing to take any such actionliabilities). 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.

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 Administrative Agent and Collateral 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 such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Partiesfor 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 each Agent shall be fully justified in failing or refusing to take any action which exposes such the Agent to any personal liability or which is contrary to this Agreement, any other 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, 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. 57 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 Related Documents to permit or Applicable Law, unless such 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such 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 Majority Lenders.

Authorization and Action. Each Lender (a) The Company and each Bank Investor hereby appoints and authorizes Administrative Agent and Collateral 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 such 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 Agents shall not have the Agent 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, each 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, as may be necessary or appropriate for the purposes stated hereinabove. The Company and the Majority Investors may direct the Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Agent hereunder, the Loan Parties. 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), each 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 (or a greater or lesser number of Lenders as required in this Agreement)Investors; provided, whenever such instruction shall be requested by such 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 each 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 such 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 any 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, such 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 Majority Lenders (powers vested in it by this Agreement and the 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 such Agent to act or refrain from acting pursuant heretoperson's own affairs.

Authorization and Action. (1) Each Lender hereby irrevocably appoints and authorizes Administrative Agent and Collateral 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 such 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 Agents 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, each 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, the Loan Partiesauthorization. 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), each 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 of the Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which exposes such 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 AgreementAgreement or applicable law. (2) The Lenders agree that all decisions as to actions to be or not to be taken, as to 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 Documents, shall be made upon the decision of the Majority of the Lenders except in respect of a decision or determination where it is specifically provided in this 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 the Borrower to act in concert and to join in the action, consent, waiver, determination or other matter decided as aforesaid. (3) For certainty, the other Loan Documents or Applicable Law, unless such Agent is indemnified authorized to its satisfaction by execute and deliver the other Lenders against Security and any and all liability and expense which it may incur by reason of taking document or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required instrument 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoconnection therewith.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral ------------------------ 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 such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan PartiesBorrowers. As to any matters not expressly provided 8.3-44 for by this Agreement and the other Loan Documents (including including, without limitation limitation, enforcement and or collection of the Notes), 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement)Lenders, whenever such instruction shall be requested by such 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 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, Agreement or the other Loan Documents or Applicable Lawapplicable law, unless such 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 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant hereto.

Authorization and Action. (a) Each Lender (in its capacities as a Lender, a Swing Line Lender (if applicable), an Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes Administrative Agent and Collateral 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 AMERICAS/2023095923.12023095923.18 177 Credit Agreement thereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Parties. 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 NotesLoans), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all Lenders, all Hedge Banks and all holders of Notes; provided provided, however, that each 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, unless such applicable law. Each Agent is indemnified agrees to its satisfaction give to each Lender prompt notice of each notice given to it by the other Lenders against Borrower pursuant to the terms of this Agreement. (b) In furtherance of the foregoing, each Lender (in its capacities as a Lender, a Swing Line Lender (if applicable), an Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all 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 9.01(c) for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights or remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of this Article VII9 (including, without limitation, Section 9.05 as though 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 Collateral Documents 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 any Agent seeks the consent or approval of 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 request 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 Majority Lenders (it selects in accordance with the foregoing provisions of this Section 9.01(c) in the absence of such Agent’s gross negligence, bad faith or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant hereto.willful misconduct. AMERICAS/2023095923.12023095923.18 178 Credit Agreement

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 Administrative Agent and Collateral 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 such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Partiesfor any Brooke 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 each Agent shall be fully justified in failing or refusing to take any action which exposes such the Agent to any personal liability or which is contrary to this Agreement, any other 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, 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. (a) 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 Related Documents to permit or Applicable Law, unless such 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such 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 hereby appoints and authorizes Administrative Agent and Collateral 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 Lender hereby acknowledges that Agents 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, each 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, the Loan PartiesBorrower. 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), 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 (or a greater or lesser number of Lenders as required in this Agreement)Lenders, whenever such instruction shall be requested by such 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 Lawapplicable law, unless such 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.

Authorization and Action. Each Lender hereby (subject to Section 8.6) irrevocably appoints and authorizes Administrative Agent and Collateral 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 such the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Partiesexpressly 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, each 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 actingrefraining) upon the instructions of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderLenders, and such instructions shall be binding upon all LendersLenders and any holders of any Note; provided that each provided, however, that: (a) the Agent shall not be fully justified in failing or refusing required to take any action which exposes such the Agent to any personal liability or which is contrary to this Agreement, the other Loan Documents or Applicable Lawapplicable law; (b) if the Agent so requests, unless such the Agent is shall first be indemnified to its satisfaction by the other Lenders 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 action upon the instructions of the Majority Lenders; (c) without the consent of all Lenders, the Agent shall not: (i) (except in connection with a sale or transfer of assets permitted under the terms of the Loan Documents or as otherwise expressly permitted hereunder or under any other Loan Document) release any Collateral or Guaranty; (ii) change the Total Commitment (other than changes made pursuant to Section 2.3); (iii) change any Lender's Commitment (other than changes made pursuant to Section 2.3); (iv) change the definition of "Majority Lenders"; (v) change the conditions precedent set forth in Article III; or (vi) change the time of payment or rates of interest, the time of payment or amounts of fees, or the timing of payments or amounts of principal due in respect of Loans; and (d) the terms of Section 2.5, Section 2.11.3 and this Article VIII shall not be amended without the prior written consent of the Agent (acting for its own account). In the absence of instructions from the Majority Lenders, the Agent shall have the authority (but no obligation), in its sole discretion, to take or not to take any action (unless this Agreement specifically requires the consent of the Lenders or the consent of the Majority Lenders therefor), and any such actionaction or failure to act shall be binding on all the Lenders and on all holders of the Notes; provided, however, that, upon any Lender's request that the Agent deliver a notice to the Borrower pursuant to Section 7.1.5, the Agent shall, if it concurs in such Lender's determination that the Borrower has failed to perform or observe any covenant, obligation or term of any Loan Document described therein, promptly deliver such notice. If Each Lender, and each holder of any Note, shall execute and deliver such additional instruments, including powers of attorney in favor of the Agent, as may be necessary or desirable to enable the Agent seeks to exercise its powers hereunder. With respect to matters requiring the consent or approval of Majority all Lenders at any given time, all then existing Defaulting Lenders will be disregarded and excluded, and, for voting purposes only, "all Lenders" shall be deemed to mean "all Lenders other than Defaulting Lenders." Notwithstanding the foregoing, if a Defaulting Lender shall dispute the Agent's determination of the defaulted status of such Lender, such Lender may give written notice to the Agent and each other Lender setting forth the basis upon which such Lender disputes the Agent's determination; under such circumstances, the Lenders shall attempt in good faith to resolve such dispute within the ninety (90)-day period following Agent's original determination, and during such period the suspension of voting rights for such Defaulting Lender referred to in the preceding sentence shall not apply, provided that if such dispute is not resolved within such 90-day period, then such suspension of voting rights shall thereafter apply. The provisions of the immediately preceding sentence shall not alter a condition or a greater or lesser number any other provision of Lenders as required in this Agreement), Agreement with respect to a failure on the part of any action hereunder, such Agent shall send notice thereof Lender to each Lender and shall notify each Lender at fund its Percentage Interest of any time that Majority Lenders (Loan or such greater or lesser number of Lenders) have instructed such Agent otherwise to act or refrain from acting pursuant heretoperform its obligations under the Loan Documents.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 such the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Parties. 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), 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 each The Agent shall be fully justified in failing or refusing to take any action which exposes such 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 such Agent is concurrence of 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 shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Documents in accordance with the instructions of Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Agent seeks shall not be required to take any action that, in its opinion or the consent opinion of its counsel, may expose the Agent to liability or approval 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 Majority Lenders the occurrence of a Default or Event of 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 or lesser number Event of 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 or Event of Default as shall be reasonably directed by Required Lenders and as required in this Agreement)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 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, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such 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 Administrative Agent and Collateral 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 such 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 Agents shall not the Agent 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 Agreement, each Agent shall act solely as agent Designated Subsidiary consisting of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or forreceivables governed by German law, the Loan Parties. Agent, in such capacity, shall hold such trust property as 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), each 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 (or a greater or lesser number of Lenders as required and the Issuers to the extent provided in this Agreementthe third proviso to Section 10.1), whenever such instruction shall be requested by such 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 Revolving Credit Notes (and all Issuers, to the extent applicable); provided provided, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which the Agent in good faith believes exposes such 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 such 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 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoDocuments.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral Agent Rabobank to take such action on its behalf as the Administrative Agent, and each Canadian Lender hereby appoints and authorizes Rabobank Canada to act on its behalf as Canadian Administrative Agent, to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to such 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 Agents 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, each 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, the Loan Parties. 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 neither 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 129 refraining from acting) upon the instructions of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all Lenders; provided that each neither Agent shall be fully justified in failing or refusing required to take any action which that exposes such Agent it or its officers or directors to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or Applicable Law. Except for action requiring the approval of the Required Lenders, the Agents shall be entitled to use their discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, any Loan Document, unless such Agent is indemnified to its satisfaction shall have been instructed by the other Required Lenders against to exercise or refrain from exercising such rights or to take or refrain from taking such action. No Agent shall incur any and all liability and expense under or in respect of any Loan Document with respect to anything which it may incur by reason of taking or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act 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 hereby appoints and authorizes Administrative Agent and Collateral Agent to take such action as agent on its own 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 Agents 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, each 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, the Loan Parties. 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), each Agent may, but shall not be required to, exercise any discretion or take any action, but shall be required to act exercise only such discretion or to refrain take only such action as is: (a) in accordance with the manner in which Agent acts or refrains from acting (and shall be fully protected in so acting or refraining from acting) upon in connection with matters in which it is the instructions of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereundersole lender, and (b) jointly agreed upon by Agent and the Lenders in writing (such instructions shall agreement will be binding upon each Lender and all Lendersholders of the Note); provided provided, however, that each Agent shall not be fully justified in failing or refusing required to take any action which that exposes such Agent it to any personal liability or which that is contrary to this AgreementAgreement or applicable law. (b) For so long as Ford Credit is acting as Agent hereunder, each Lender agrees that Ford Credit may unilaterally grant requests for and waivers of, the other Loan Documents following matters only, provided, however, that Ford Credit must notify each Lender prior to issuing such consents or Applicable Lawwaivers to Borrower: (1) any Event of Default (as set forth in Article VI hereof) which can be cured, unless and which based upon the reasonable representation of Borrower will be cured, within ninety (90) days from the date upon which Ford Credit will have learned of the occurrence of such Agent is indemnified Event of Default. With respect to any Event of Default which, by its satisfaction nature, cannot be cured, Ford Credit may not respond unilaterally to any request made 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 actionBorrower. If any Agent seeks such Event of Default is not cured within such ninety (90) day period, Ford Credit may not take any further action unilaterally; (2) noncompliance with any covenant or obligation binding on the consent or approval of Majority Lenders Borrower, provided Borrower has reasonably represented that the condition causing such noncompliance will last for no more than ninety (90) days. If any such condition causing noncompliance lasts more than ninety (90) days, Ford Credit may not take any further action unilaterally. Nothing contained in this Section 7.1 (b) may be construed to obligate either Ford Credit or a greater Lender to grant any such consents or lesser number forbear from exercising any of Lenders as required in this Agreement), its rights with respect to any action hereunder, such Event of Default which may occur from time to time. The rights and powers set forth in this Section 7.1 (b) apply only to Ford Credit acting as Agent shall send notice thereof and are not intended to benefit any Successor Agent. (c) Agent will provide to each Lender the following: (1) copies of all reports and shall notify each Lender at any time that Majority Lenders notices furnished by Borrower to Agent pursuant to the Loan Documents, within 5 Business Days after Agent's receipt thereof; (or 2) reports of the calculation of Scaled Assets and all other calculations made by Agent pursuant to Section 5.4 hereof, within 5 Business Days after Agent will have made such greater or lesser number calculations; and (3) copies of Lendersall documents delivered to Agent by Borrower pursuant to Sections 5.2 (L), 5.2 (M) have instructed such Agent to act or refrain from acting pursuant heretoand 5.2 (O) hereof, within 5 Business Days after Agent's receipt 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 Related Document, and authorizes Administrative Agent and Collateral 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 such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Partiesfor any Brooke 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 each Agent shall be fully justified in failing or refusing to take any action which exposes such the Agent to any personal liability or which is contrary to this Agreement, any other 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, 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 Related Documents to permit or Applicable Law, unless such 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such 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. (a) Each Lender (in its capacity as a Lender and an Issuing Bank, as applicable) hereby appoints and authorizes the Administrative Agent and Collateral 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 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 Agents 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, each 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, the Loan Parties. 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided provided, however, that each the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes such the Administrative Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or Applicable Law, unless such to applicable law. 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such 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 Majority Lenders (liabilities under this Agreement or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoany Note other than those assumed by it in its capacity as Lender.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent and Collateral 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 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 Agents 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, each 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, the Loan Parties. 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided provided, however, that each the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes such the Administrative Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or Applicable Law, unless such applicable law. 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such 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 Majority Lenders Agent. Without limiting the 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 such Agent to act or refrain from acting pursuant heretoreflect only an administrative relationship between independent contracting parties.

Authorization and Action. Each Lender and each of the Secondary Lenders hereby irrevocably appoints and authorizes Administrative Agent and Collateral the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Program Documents as are delegated to such the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents The Agent shall not have by reason any duties or responsibilities, except those expressly set forth herein or in the other Program Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of the Agent 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, each Agent shall act solely as agent of Lenders and shall not assume, other Program Document or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, otherwise exist for the Loan PartiesAgent. As to any matters not expressly provided for by this Agreement and or the other Loan Documents (including without limitation enforcement and collection of Program Documents, the Notes), each Agent may, but shall not be required to, to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Majority the Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all the Secondary Lenders; provided provided, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which exposes such the Agent to any personal liability or which is contrary to this Agreement, the other Loan Program Documents or Applicable Law. Each Lender and each Secondary Lender agrees that in any instance in which the Program Documents provide that the Agent's consent may not be unreasonably withheld, unless such provide for the exercise of the Agent's reasonable discretion, or provide to a similar effect, it shall not in its instructions to the Agent is indemnified to withhold 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 Majority Lenders (or a greater or lesser number of Lenders as required exercise its discretion 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoan unreasonable manner.

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 and authorizes the entity named as Administrative Agent in the heading of this Agreement and Collateral 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 under such Agent by the terms hereof 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 that Agents shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing authorizes the Administrative Agent to execute and deliver, and to perform its functions and duties under this Agreementobligations under, each 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, the Loan Parties. Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such 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), each 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 Majority the Required Lenders (or a greater such other number or lesser number percentage of the Lenders as required shall be necessary, pursuant to the terms in this Agreementthe Loan Documents), whenever such instruction shall be requested by such Agent or required hereunderand, or a greater or lesser number of Lenders if so required hereunderunless and until revoked in writing, and such instructions shall be binding upon all Lenderseach Lender and each Issuing Lender; provided provided, however, that each 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 it from the Lenders and the Issuing Lender with respect to such Agent to any liability action or which (ii) is contrary to this AgreementAgreement or any other Loan Document or applicable law, including any action that may be in violation of the 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 or Applicable LawDocuments, unless such 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 The exculpatory provisions of this Article shall apply to any such sub- agent and to the Related Parties of the Administrative Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in 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, such 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 each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall notify each consent to the making of such payments directly to the Lenders, the Issuing Lender at or the other Secured Parties, to pay to the Administrative Agent any time that Majority Lenders 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 such 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. (1) Each Lender hereby irrevocably appoints and authorizes Administrative Agent and Collateral 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 such Agent by on the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions thereto and duties under this Agreement, each the Agent shall act solely as agent of Lenders xxxxxx accepts such appointment and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, the Loan Partiesauthorization. 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), each 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 of the Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which exposes such 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 AgreementAgreement or applicable law. (2) The Lenders agree that all decisions as to actions to be or not to be taken, as to 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 Documents, shall be made upon the decision of the Majority of the Lenders except in respect of a decision or determination where it is specifically provided in this 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 the Borrowers to act in concert and to join in the action, consent, waiver, determination or other matter decided as aforesaid. (3) For certainty, the other Loan Documents or Applicable Law, unless such Agent is indemnified authorized to execute and deliver the Security and the Second Lien Intercreditor Agreement (if any) and perform its satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking obligations under or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretothereof.

Authorization and Action. (a) Each Lender of Group hereby appoints the Person identified on Annex A as its Co-Agent for purposes of the Transaction Documents and authorizes Administrative Agent and Collateral Agent such Person in such capacity to take such action on its behalf under each Transaction Document and to exercise such powers under this Agreement hereunder and the other Loan Documents thereunder as are delegated to such Person, as a Co-Agent for such Group, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. . (b) Each Lender of the Lenders and Co-Agents hereby acknowledges that appoints SunTrust Capital Markets, Inc. as its Administrative Agent for purposes of the Transaction Documents and authorizes SunTrust Capital Markets, Inc. in such capacity to take such action on its behalf under each Transaction Document and to exercise such powers hereunder and thereunder as are delegated to SunTrust Capital Markets, Inc., as Administrative Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. (c) Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Agents shall not have by reason any duties or responsibilities, except those expressly set forth in the Transaction Documents to which it is a party, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Agent shall be read into any Transaction Document or otherwise exist against such Agent. (d) The provisions of this Agreement assumed Article XII are solely for the benefit of the Agents and the Lenders, and neither of Borrower nor Collection Agent shall have any rights as a fiduciary relationship in respect third-party beneficiary or otherwise under any of the provisions of this Article XII, except that this Article XII shall not affect any Lender. obligations which any of the Agents or Lenders may have to either of Borrower or Collection Agent under the other provisions of this Agreement. (e) In performing its functions and duties under this Agreementhereunder, (i) each Co-Agent shall act solely as the agent of Lenders the members of its Group 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 either Borrower or Collection Agent or any of their respective successors and assigns, and (ii) the Loan Parties. As to any matters not expressly provided for by this Agreement and Administrative Agent shall act solely as the other Loan Documents (including without limitation enforcement and collection agent of the Notes), each Agent may, but shall Secured Parties and does not be required to, exercise any discretion or take any action, but assume nor shall be required deemed to act have assumed any obligation or to refrain from acting (and shall be fully protected in so acting relationship of trust or refraining from acting) upon the instructions of Majority Lenders (agency with or a greater for either Borrower or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Collection Agent or required hereunder, or a greater or lesser number any of Lenders if so required hereunder, their respective successors and such instructions shall be binding upon all Lenders; 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 such 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 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoassigns.

Authorization and Action. Each Lender Bank hereby appoints and authorizes Administrative Agent and Collateral the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents Notes as are delegated to such it as Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender , and the Agent hereby acknowledges that Agents shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions accepts such authorization and duties under this Agreement, each 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, the Loan Partiesappointment. As to any matters not expressly provided for by this Agreement and the other Loan Documents Notes or provided for with specific reference to this Section 9.1 (including including, without limitation limitation, enforcement and or collection of the NotesObligations), each 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 actingaction) upon the instructions of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, Banks and such instructions shall be binding upon all LendersBanks and all holders of the Notes; provided provided, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which exposes such the Agent to any liability or which is contrary to this AgreementAgreement or the Notes or applicable law. As to any provisions of this Agreement under which action may be taken or approval given by the Majority Banks, the action taken or approval given by the Majority Banks shall be binding upon all Banks to the same extent and with the same effect as if each Bank had joined therein. The Agent shall be entitled to rely upon any note, notice, consent, certificate, affidavit, letter, teletype message, facsimile transmission, statement, order or other document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons and, in respect of legal matters, upon the opinion of counsel selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent. Any request, authority or consent of any Person who at the time of making such request or giving such authority or consent is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee or assignee of such Note or of any note or notes issued in exchange therefor. The relationship between the Agent and the Banks is and shall be that of agent and principal only, and nothing contained in this Agreement or any other Loan Documents Document shall be construed to constitute the Agent as a trustee or Applicable Law, unless such Agent is indemnified to its satisfaction by fiduciary for any Bank or the other Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoCompany.

Authorization and Action. (a) Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 Financing Documents as are delegated to such the Agent by the terms hereof and thereoftermshereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Parties. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of Financing Documents, the Notes), each Agent may, but shall not be required to, to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all Lenders; provided provided, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which that exposes such the Agent to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or Applicable Law, unless such applicable law. The Agent is indemnified agrees to its satisfaction give to each Lender prompt notice of each notice given to it by the other Lenders against Borrower pursuant to the terms of this Agreement. (b) In furtherance of the foregoing, each Lender hereby appoints and authorizes the Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all 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 it may incur discretion as are reasonably incidental thereto. In this connection, the Agent (and any Supplemental Agents appointed by reason the Agent pursuant to Section 8.01(c) for purposes of taking holding or continuing to take enforcing any such action. If any Agent seeks Lien on the consent or approval of Majority Lenders Collateral (or a greater any portion thereof) granted under the Collateral Documents, or lesser number for exercising any rights or remedies thereunder at the direction of Lenders as required in this Agreementthe Agent), shall be entitled to the benefits of this Article VIII (including, without limitation, Section 8.05 as though such Supplemental Agents were an "Agent" under the Financing Documents) as if set forth in full herein with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretothereto.

Authorization and Action. (a) Each Lender (in its capacities as a Lender and Issuing Bank, as applicable) hereby appoints and authorizes Administrative Agent and Collateral 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 such the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Parties. 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 obligations of the NotesLoan Parties), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided provided, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which that exposes such 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 any Borrower pursuant to the terms of this Agreement. (b) In furtherance of the foregoing, each Lender (in its capacities as a Lender and Issuing Bank, as applicable, and on behalf of itself and its Affiliates as potential Secured Parties) hereby appoints and authorizes the other Loan Documents or Applicable LawAgent to act as the agent of such Lender for purposes of acquiring, unless such Agent is indemnified to its satisfaction by the other Lenders against 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, including, without limitation, the power to release any Guaranty as provided in Section 7.07 and the power to release any Collateral as provided in Section 9.14. In this connection, the Agent (and any Supplemental Collateral Agents appointed by the Agent pursuant to Section 8.01(c) for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights or remedies thereunder at the direction of the Agent) shall be entitled to the benefits of this Article VIII (including, without limitation, Section 8.05) as though the Agent (and any such Supplemental Collateral Agents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto. (c) The 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 Collateral Documents or of exercising any rights and remedies thereunder at the direction of the Agent) by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Agent may also from time to time, when the Agent deems it 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 any Agent seeks the consent or approval of 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 Agent. If any instrument in writing from the Company or any other Loan Party is required by any Supplemental Collateral Agent so appointed by the Agent to more fully or certainly vest in and confirm to such Supplemental Collateral Agent such rights, powers, privileges and duties, the Company shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Agent. If any Supplemental Collateral Agent, or successor thereto, shall die, become incapable of acting, resign or be removed, all rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall automatically vest in and be exercised by the Agent until the appointment of a new Supplemental Collateral Agent. The 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 or Supplemental Collateral Agent that Majority Lenders (it selects in accordance with the foregoing provisions of this Section 8.01(c) in the absence of the Agent’s gross negligence or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretowillful misconduct.

Authorization and Action. (a) Each Lender of the Lenders and Managing Agents hereby appoints and authorizes Administrative Agent and Collateral the Deal Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement as are delegated to the Deal Agent by the terms hereof, together with such powers as are reasonably incidental thereto. (b) Each Lender hereby accepts the appointment of and authorizes the other Loan Documents Managing Agent for its respective Lender Group to take such action as Managing Agent on its behalf to and to exercise such powers as are delegated to such Managing Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Each In furtherance, and without limiting the generality, of the foregoing, each Lender hereby acknowledges appoints the related Managing Agent as its agent to execute and deliver all further instruments and documents, and agrees to take all further action that Agents shall not have by reason of this Agreement assumed the related Managing Agent may deem necessary or appropriate or that a fiduciary relationship Lender may reasonably request in respect of any Lender. In performing order to perfect, protect or more fully evidence its functions and duties under this Agreement, each Agent shall act solely as agent of Lenders and shall not assumerights hereunder, or to enable it to exercise or enforce any of its rights hereunder or under its Loans or Lender Notes, and such other instruments or notices, as may be deemed to have assumed, any obligation toward, necessary or relationship of agency or trust with or for, appropriate for the Loan Partiespurposes stated hereinabove. 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), each No Managing 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 each Agent shall be fully justified in failing or refusing to take any action which exposes such Agent it to any personal liability or which is contrary to this Agreement, the other Loan Documents Credit Agreement or Applicable Law, unless such applicable law. Each Managing 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof give to each Lender and shall notify in its Lender Group prompt notice of each Lender at any time that Majority Lenders (notice given to it or such greater or lesser number by it pursuant to the terms of Lenders) have instructed such Agent to act or refrain from acting pursuant heretothis Credit Agreement.

Authorization and Action. (1) Each Lender hereby irrevocably appoints and authorizes Administrative Agent and Collateral 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 such 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 Agents 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, each 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, the Loan Partiesauthorization. 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), each 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 of the Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which exposes such 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 AgreementAgreement or applicable law. (2) The Lenders agree that all decisions as to actions to be or not to be taken, as to 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 Documents, shall be made upon the decision of the Majority of the Lenders except in respect of a decision or determination where it is specifically provided in this 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 the Borrower to act in concert and to join in the action, consent, waiver, determination or other matter decided as aforesaid. (3) For certainty, the other Loan Documents or Applicable Law, unless such Agent is indemnified authorized to execute and deliver the Security, the Collateral Agent and Intercreditor Agreement and any document or instrument in connection therewith and perform its satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking obligations under or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretothereof.

Authorization and Action. (a) Each Lender Investor hereby appoints and authorizes Administrative Agent and Collateral 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 such the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents shall not have by reason In furtherance, and without limiting the generality, of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreementthe foregoing, each Investor hereby appoints the Agent shall act solely as its agent of Lenders to execute and shall not assumedeliver all further instruments and documents, and take all further action that the Agent 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 the 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, as may be necessary or appropriate for the purposes stated hereinabove. The Majority Investors may direct the Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Agent hereunder, the Loan Parties. 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), each 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 (or a greater or lesser number of Lenders as required in this Agreement)Investors; provided, whenever such instruction shall be requested by such 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 each 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 which is contrary to this AgreementPotential Termination Event, the Agent shall take no action hereunder (other Loan Documents than ministerial actions or Applicable Lawsuch actions as are specifically provided for herein) without the prior consent of the Majority Investors (which consent shall not be unreasonably withheld or delayed). The Agent shall not, unless 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 Bank Investors or delay the scheduled dates for payment of such Agent is indemnified amounts, (B) increase the Servicing Fee (other than as permitted 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 any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this AgreementSection 6.2(b)), with respect (C) modify any provisions of this Agreement or the Receivables Purchase Agreement or the Parent Agreement relating to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant hereto.the

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes Administrative Agent and Collateral 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 such 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 Agents 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, each 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, the Loan Partiesauthorization. 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), each 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 (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which exposes such 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 such 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 written notice of taking or continuing to take any such action. If any Agent seeks the consent or approval of 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, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoconnection therewith.

Authorization and Action. (1) Each Lender hereby irrevocably appoints and authorizes Administrative Agent and Collateral 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 such 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 Agents 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, each 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, the Loan Partiesauthorization. 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), each 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 of the Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which exposes such 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 AgreementAgreement or applicable law. (2) The Lenders agree that all decisions as to actions to be or not to be taken, as to 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 Documents, shall be made upon the decision of the Majority of the Lenders except in respect of a decision or determination where it is specifically provided in this 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 the Borrower to act in concert and to join in the action, consent, waiver, determination or other matter decided as aforesaid. (3) For certainty, the other Loan Documents or Applicable Law, unless such Agent is indemnified authorized to its satisfaction by execute and deliver the other Lenders against Security and any and all liability and expense which it may incur by reason of taking document or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required instrument 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoconnection therewith.

Authorization and Action. Each Lender (a) The Company and each Bank Investor hereby appoints and authorizes Administrative Agent and Collateral 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 such 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 Agents shall not have the Agent 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, each 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, as may be necessary or appropriate for the purposes stated herein above. The Company and the Majority Investors may direct the Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Agent hereunder, the Loan Parties. 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), each 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 (or a greater or lesser number of Lenders as required in this Agreement)Investors; provided, whenever such instruction shall be requested by such 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 each 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 which is contrary to this AgreementPotential Termination Event, the Agent shall take no action hereunder (other Loan Documents than ministerial actions or Applicable Lawsuch actions as are specifically provided for herein) without the prior consent of the Majority Investors (which consent shall not be unreasonably withheld or delayed). The Agent shall not, unless 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 interest or fees payable hereunder to the Bank Investors or delay the scheduled dates for payment of such Agent is indemnified amounts, (B) increase the Servicing Fee (other than as permitted pursuant to its satisfaction Section 6.2(b)), (C) modify any provisions of this Agreement or the Receivables Purchase Agreement relating to the timing of payments required to be made by the Transferor or the Seller or the application of the proceeds of such payments, (D) permit the appointment of any Person (other Lenders against than the Agent) as successor Collection Agent, (E) release any and all liability and expense which it may incur property from the lien provided by reason this Agreement (other than as expressly contemplated herein) or (F) extend or permit the extension of taking or continuing to take any such action. If any Agent seeks the Commitment Termination Date without the consent of each Bank Investor. The Agent shall not agree to any amendment of this Agreement which increases the dollar amount of a Bank Investor's Commitment without the prior consent of such Bank Investor. In addition, the Agent shall not agree to any amendment of this Agreement not specifically described in the two preceding sentences without the consent of the related Majority Investors (which consent shall not be unreasonably withheld or approval delayed). "Majority Investors" shall mean, at any time, the Agent and those Bank Investors which hold Commitments aggregating in excess of Majority Lenders (66 and 2/3% 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, such determining whether the Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoobtained sufficient consent hereunder.

Authorization and Action. Each Lender Association hereby irrevocably appoints and authorizes Administrative Agent and Collateral Agent to take such action actions as agent on its behalf of such Association and to exercise such powers under this Agreement and the other Loan Documents as are delegated to such Agent by the terms hereof and thereofof this Agreement, together with such additional powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents Agent shall not have not, by reason of this Agreement assumed Agreement, be a trustee or fiduciary relationship for any of the other Associations. Agent shall have only those duties and responsibility expressly set forth in respect of any Lender. In performing its functions and duties under this Agreement, each 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, the Loan Parties. As to any matters not expressly provided for by in this Agreement and the other Loan Documents Collateral Sharing Agreement (including including, without limitation limitation, enforcement and or collection of the Syndication Notes), each Agent may, but shall not be required to, to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or so refraining from acting) upon the instructions given by the Associations (with such instructions to require the unanimous consent of Majority Lenders (or a greater or lesser number all of Lenders as required in this Agreementthe Associations), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lendersholders of the Syndication Notes; provided that each provided, however, Agent shall not 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 Agreement, the Collateral Sharing Agreement, or applicable law. In general, and except as otherwise provided in this Agreement, The Collateral Sharing Agreement or any of the other Loan Documents or Applicable Lawand except as otherwise mutually agreed by Agent and each of the Associations, unless such Agent is indemnified to its satisfaction by will act on behalf of each of the other Lenders against any Associations in connection with the receipt and all liability and expense which it may incur by reason collection of taking or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), payments with respect to any action hereunderaccounts payable, such accrued interest, penalties or prepayment charges and principal under the Loan and Agent shall send notice thereof to will service, manage, collect and enforce the Loan on behalf of itself and each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoother Association.

Authorization and Action. (a) Each Lender Party (in its capacities as a Lender and a Synthetic Issuing Bank (if applicable)) hereby appoints and authorizes the Administrative Agent and Collateral 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 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 Agents 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, each 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, the Loan Parties. 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided provided, however, that each the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes such the Administrative Agent to any personal liability or which that is contrary to this Agreement, the Agreement or applicable law. (b) The Administrative 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 First Lien Collateral Documents or Applicable Lawof exercising any rights and remedies thereunder at the direction of the First Lien Collateral Agent) by or through agents, unless employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such 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 actionduties. If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such 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, employee or attorney-in-fact that Majority Lenders (it selects in accordance with the 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 such Agent to act or refrain from acting pursuant heretowillful misconduct.

Authorization and Action. Each Lender Bank hereby appoints and authorizes Administrative Agent and Collateral the Agent to take such action in such capacity on its such Bank’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to such Agent the Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Parties. As to any matters not expressly provided for by this Agreement and (including, without limitation, enforcement or collection of the Notes or of amounts owing under the other Loan Documents (including without limitation enforcement and collection of the NotesDocuments), each the Agent may, but shall not be required to, to exercise any discretion or take any action, but such Person shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 any other holders of Notes; provided provided, however, that each the Agent shall not be fully justified in failing or refusing required to take any action which exposes such the Agent to any personal liability or which is contrary to this Agreement, the other Loan Documents or Applicable Law, unless such applicable law. The Agent is indemnified hereby expressly authorized on behalf of the other members of the Bank Group, (a) to receive on behalf of each of the other members of the Bank Group any payment of principal of or interest on the Loans outstanding hereunder and all other amounts accrued hereunder paid to the Agent, and promptly to distribute to each other member of the Bank Group its satisfaction proper share of all payments so received; (b) to give notice within a reasonable time on behalf of each other member of the Bank Group to the Borrower of any Default of which the Agent has actual knowledge as provided in Section 8.08; (c) to distribute to the other members of the Bank Group copies of all notices, agreements and other material as provided for in this Agreement as received by the other Lenders against Agent; and (d) to distribute to the Borrower any and all liability requests, demands and expense which it may incur approvals received by reason the Agent from any other member of taking the Bank Group. Nothing herein contained shall be construed to constitute the Agent as a trustee for any holder of the Notes or continuing of a participation therein, nor to take impose on the Agent any such action. If any Agent seeks duties or obligations other than those expressly provided for in the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoLoan Documents.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 such 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 Agents 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, each 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, the Loan Parties. 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all Lenders; provided that each the Administrative Agent shall not be fully justified in failing or refusing required to take any action which that exposes such Agent it or its officers or directors to any personal liability or which that is contrary to this Agreement, the other Loan Documents Agreement or Applicable Law. Except for action requiring the approval of the Required Lenders, unless such the Administrative Agent is indemnified shall be entitled to its satisfaction by the other Lenders against use their discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and all liability and expense with respect to taking or refraining from taking any 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 No Agent shall incur any Agent seeks the consent liability under or approval in respect of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), any Loan Document with respect to any action hereunder, such Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such 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 hereby appoints MLMC as Agent hereunder and under the other Facility Documents and authorizes Administrative Agent and Collateral the 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 such the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents shall not have by reason of . (b) Except for actions which the Agent is expressly required to take pursuant to this Agreement assumed a fiduciary relationship in respect of or any Lender. In performing its functions and duties under this Agreement, each 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 forother Facility Document, the Loan Parties. 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), 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 each Agent shall be fully justified in failing or refusing to take any action which (i) exposes such the Agent to any personal liability or which is contrary to this Agreement, unless the other Loan Documents or Applicable Law, unless such Agent is indemnified shall receive further assurances to its satisfaction by from the other Lenders of the indemnification obligations under Section 14.6 hereof against any and all liability and expense which it may incur by reason of be incurred in taking or continuing to take any such actionaction or (ii) is contrary to applicable law. If any Subject to Section 14.7 hereof, the appointment and authority of the Agent seeks hereunder and under the consent or approval other Facility Documents shall terminate at the later to occur of Majority Lenders (or a greater or lesser number i) the payment to (A) each Lender of Lenders as required in all Secured Obligations owing to each such Lender hereunder and (B) the Agent of all Secured Obligations owing to the Agent hereunder and (ii) the termination of this Agreement), . (c) If the Agent shall request instructions from the Lenders with respect to any act or action hereunder(including failure to act) in connection with this Agreement or any other Facility Document, such the Agent shall send notice thereof be entitled to each Lender refrain from such act or taking such action unless and until the Agent shall notify each Lender at any time that Majority have received instructions from the Required Lenders (unless the express terms of this Agreement or such greater any other Facility Document requires the Agent to receive instructions from each Lender); and the Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or lesser number refraining from acting hereunder or under any other Facility Document in accordance with the instructions of Lenders) the Required Lenders (unless the express terms of this Agreement or any other Facility Document requires the Agent to receive instructions from each Lender). In furtherance of the foregoing, unless the express terms of this Agreement or any other Facility Document so requires, Lenders comprising less than the Required Lenders shall not have instructed such the right, power or authority to direct the Agent to act or take any action (or to refrain from acting pursuant heretoor taking any action) under this Agreement or any other Facility Document.

Authorization and Action. Each (a) Issuing Bank and each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 Agents 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, the Loan Partiesany 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement)Lenders, whenever such instruction shall be requested by such 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 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 Lawapplicable law, unless such 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 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 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 Administrative Agent and Collateral the Agent to take such action on its behalf and to exercise such powers under this Agreement and the other Loan Documents Lender Agreements as are delegated to such the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents 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, each 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, the Loan Parties. As to any matters not expressly provided for by this Agreement and the other Loan Documents Lender Agreements (including including, without limitation limitation, enforcement and or collection of the Notes), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Lenders, and such instructions shall be binding upon all Lenders; provided provided, however, that each the Agent shall not be fully justified in failing or refusing -------- ------- required to take any action which exposes such the Agent to any liability or which is contrary to this AgreementAgreement or the other Lender Agreements or applicable law. Subject to the foregoing provisions and to the other provisions of this Section X, the other Loan Documents Agent shall, on behalf of the Lenders: (a) execute any documents on behalf of the Lenders providing collateral for or Applicable Lawguarantees of the Obligations; (b) hold and apply any collateral for the Obligations, unless such Agent is indemnified to its satisfaction and the proceeds thereof, at any time received by it, in accordance with the provisions of this Agreement and the other Lenders against Lender Agreements; (c) exercise any and all liability rights, powers and expense which it may incur by reason remedies of taking the Lenders under this Agreement or continuing to take any such action. If of the other Lender Agreements, including the giving of any Agent seeks the consent or approval waiver or the entering into of Majority Lenders any amendment, subject to the provisions of Section 8.1; (or a greater or lesser number d) at the direction of Lenders as required the Lenders, execute, deliver and file UCC financing statements, mortgages, deeds of trust, lease assignments and such other agreements in this Agreement)respect of any collateral for the Obligations, with respect to any action and possess instruments included in the collateral on behalf of the Lenders; and (e) in the event of acceleration of the Indebtedness of the Borrowers hereunder, such Agent shall send notice thereof act at the direction of the Lenders to each exercise the rights of the Lenders hereunder and under the other Lender and shall notify each Lender at any time that Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoAgreements.

Authorization and Action. (a) Each Lender hereby Purchaser appoints and authorizes Administrative Agent and Collateral 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 such 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 Agents 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, each 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, the Loan Parties. 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), each . 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such 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 each Agent shall be fully justified in failing or refusing to take any action which exposes such Agent to any personal liability or risk thereof or which is contrary to this Agreement, the other Loan Transaction Documents or Applicable Lawapplicable law. The duties of Agent, unless such 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 any the other Transaction Documents, a fiduciary relationship in respect of either Purchaser. (b) Agent seeks shall only act on behalf of the consent or approval of 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, such 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such the 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 Administrative Agent and Collateral 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 such 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 Agents shall not have the Agent 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, each 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, as may be necessary or appropriate for the purposes stated hereinabove. The Majority Investors may direct the Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Agent hereunder, the Loan Parties. 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), each 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 (or a greater or lesser number of Lenders as required in this Agreement)Investors; provided, whenever such instruction shall be requested by such 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 each 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 which is contrary to this AgreementPotential Termination Event, the other Loan Documents or Applicable Law, unless such 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 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 Majority Lenders take no action hereunder (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant hereto.other than

Authorization and Action. Each Lender of the Secure Parties hereby irrevocably appoints and authorizes Administrative Agent and Collateral the Program Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Program Documents as are delegated to such the Program Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Each Lender hereby acknowledges that Agents The Program Agent shall not have by reason any duties or responsibilities, except those expressly set forth herein or in the other Program Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of the Program Agent 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, each Agent shall act solely as agent of Lenders and shall not assume, other Program Document or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, otherwise exist for the Loan PartiesProgram Agent. As to any matters not expressly provided for by this Agreement and or the other Loan Documents (including without limitation enforcement and collection of Program Documents, the Notes), each Program 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 Majority the Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all the Secondary Lenders; provided provided, however, that each the Program Agent shall not be fully justified in failing or refusing required to take any action which exposes such the Program Agent to any personal liability or which is contrary to this Agreement, the other Loan Program Documents or Applicable Law. Each Secured Party agrees that in any instance in which the Program Documents provide that the Program Agent's consent may not be unreasonably withheld, unless such provide for the exercise of the Program Agent's reasonable discretion, or provide to a similar effect, it shall not in its instructions to the Program Agent is indemnified to withhold 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 Majority Lenders (or a greater or lesser number of Lenders as required exercise its discretion 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 Majority Lenders (or such greater or lesser number of Lenders) have instructed such Agent to act or refrain from acting pursuant heretoan unreasonable manner.

Authorization and Action. Each Lender hereby appoints and authorizes Administrative Agent and Collateral 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 Lender hereby acknowledges that Agents no 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, each Agent shall act solely as an 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, the Loan Partieseither 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), 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 (or a greater or lesser number of Lenders as required in this Agreement)Lenders, whenever such instruction shall be requested by such 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 Lawapplicable law, unless such 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.

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 such 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 Agents 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, each 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, the Loan Partiesemployees. 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), each 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunderthe Required Lenders, and such instructions shall be binding upon all Lenders; provided provided, however, that each neither the Administrative Agent nor the Collateral Agent shall be fully justified in failing or refusing required to take any action which that exposes such 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 such Agent is indemnified to its satisfaction by the other Lenders against . During any and all liability and expense which it may incur by reason of taking or continuing to take any such action. If any Agent seeks the consent or approval of Majority Lenders (or time that a greater or lesser number of Lenders as required in this Agreement), Key Man Event has occurred with respect to both of the individuals referred to in the definition thereof, (a) the Administrative Agent 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 the other Loan Documents and (b) the Borrower agrees to simultaneously give each Lender other than the Initial Lender (and, at any action hereundertime that the 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 send notice thereof automatically be removed as Agent hereunder, without need for any further action by the parties hereto or to each Lender and shall notify each Lender at any time of the Loan Documents. The Lenders that Majority Lenders (or such greater or lesser number of Lenders) have instructed are not affiliated with such Agent shall within thirty (30) 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.