Common use of Authorization and Action Clause in Contracts

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank as Administrative Agent hereunder, and authorizes KeyBank to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Secured Party Lender, respectively, hereby designates and appoints KeyBank its applicable Lender Agent to act as Administrative Agent hereunderits agent hereunder and under each other Transaction Document, and authorizes KeyBank such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative such Lender Agent by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. The Administrative No Lender Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured Partyits related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative such Lender Agent. In performing its functions and duties hereunderhereunder and under the other Transaction Documents, the Administrative each Lender Agent shall act solely as agent for the Secured Parties its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of its the Borrower’s or the Servicer’s successors or assigns. The Administrative No Lender Agent shall not be required to take any action that exposes the Administrative such Lender Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunderAgreement, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement other Transaction Document or Applicable Law. The appointment and authority of each Managing Lender Agent hereunder shall terminate at upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the ObligationsAdministrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent).

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank JPMorgan Chase to act as Administrative Agent hereunderits agent hereunder and under each other Transaction Document, and authorizes KeyBank to take such actions as agent on the Collateral Agent and its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such related Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Collateral Agent or such Managing Agents Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. No Neither the Collateral Agent nor any Managing Agent shall have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any LenderPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Collateral Agent or the Managing Agent Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for the applicable Collateral Agent or the Managing AgentAgents. In performing its their respective functions and duties hereunderhereunder and under the other Transaction Documents, (i) the Collateral Agent shall act solely as agent for the Purchasers, (ii) each Managing Agent shall act solely as agent for the Lenders Conduit Purchasers and Committed Purchasers in the related Lender Purchaser Group and does not assume (iii) neither the Collateral Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. No Neither the Collateral Agent nor any Managing Agent shall be required to take any action that exposes it the Collateral Agent or the Managing Agents to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each the Collateral Agent and the Managing Agent Agents hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the ObligationsCollateral Agent and each Managing Agent, as applicable, to execute each of the Uniform Commercial Code financing statements, this Agreement and such other Transaction Documents as may require the Collateral Agent’s or a Managing Agent’s signature on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. (a) Each Lender and each Secured Party (other than the Administrative Agent) hereby designates and appoints KeyBank Xxxxx Fargo Bank, National Association (and Xxxxx Fargo Bank, National Association accepts such designation and appointment) as Administrative Agent hereunder, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsFacility Termination Date. (b) Each Lender hereby irrevocably designates and appoints the Managing related Agent as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent action on its behalf under the provisions of the Basic Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Managing Agents such Agent by the terms of this Agreement Agreement, together with such other powers as are reasonably incidental thereto. No Managing . (c) Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as an “Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for against the applicable Managing Administrative Agent or any Agent. In performing its functions and duties hereunder, each Managing . (d) The Administrative Agent shall act solely as agent promptly distribute to each Agent (if such Agent or the Lender in its Lender Group are not otherwise required to receive such notice), who shall promptly distribute to each related Lender (if such Lender is not otherwise required to receive such notice) all notices, requests for consent and other information received by the Administrative Agent under this Agreement that are not also delivered to the Lenders. (e) The Administrative Agent shall promptly notify all Lenders in writing of any proposed consent, waiver, approval, vote or other action taken or to be taken by the related Lender Group and does not assume nor Administrative Agent in such capacity under the Intercreditor Agreement (an “Intercreditor Action”) within one (1) Business Day of the Administrative Agent actually receiving notice thereof, which notice shall be deemed include all information delivered to have assumed the Administrative Agent in such capacity under the Intercreditor Agreement. Notwithstanding any obligation or relationship of trust or agency with or for provision to the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to in this Agreement or Applicable Law. The appointment and authority of each Managing in any other Basic Document, all Intercreditor Actions shall be exercised by the Administrative Agent hereunder shall terminate in such capacity solely at the indefeasible payment in full written direction of the ObligationsRequired Lenders. For the avoidance of doubt, the terms set forth in this Section 12.01(e) shall not be applicable to any other capacity in which Xxxxx Fargo Bank may serve under the Intercreditor Agreement (other than as Administrative Agent for the Secured Parties hereunder), including any action to be taken by Xxxxx Fargo Bank in such other capacity under the Intercreditor Agreement.

Authorization and Action. (a) Each Secured Party Lender, respectively, hereby designates and appoints KeyBank its applicable Lender Agent to act as Administrative Agent hereunderits agent hereunder and under each other Transaction Document, and authorizes KeyBank such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative such Lender Agent by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. The Administrative No Lender Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured Partyits related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative such Lender Agent. In performing its functions and duties hereunderhereunder and under the other Transaction Documents, the Administrative each Lender Agent shall act solely as agent for the Secured Parties its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Borrower Advisors or any of its the Borrower’s or the Borrower Advisor’s successors or assigns. The Administrative No Lender Agent shall not be required to take any action that exposes the Administrative such Lender Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunderAgreement, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement other Transaction Document or Applicable Law. The appointment and authority of each Managing Lender Agent hereunder shall terminate at upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the ObligationsAdministrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent).

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank KEF as Administrative Agent hereunder, and authorizes KeyBank KEF to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Secured Party Lender, LC Issuer and Facility Agent hereby irrevocably designates and appoints KeyBank RBC, as the “Administrative Agent” hereunder and authorizes the Administrative Agent hereunder, and authorizes KeyBank to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with hereby and to exercise such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any no duties or responsibilities, responsibilities except those expressly set forth herein, in this Agreement or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on in the part other Facility Documents. The duties of the Administrative Agent shall be read into this Agreement mechanical and administrative in nature. At no time shall the Administrative Agent have any duty or otherwise exist for responsibility to any Person to investigate or confirm the correctness or accuracy of any information or documents delivered to it in its role as Administrative Agent hereunder or any obligation in respect of the failure of any Person (other than the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed ) to have assumed perform any obligation hereunder or relationship of trust or agency with or for the Borrower or under any of its successors or assignsother Facility Document. The Administrative Agent shall not have, by reason of this Agreement, a fiduciary relationship in respect of any Facility Agent, Lender LC Issuer or Transaction Party. Nothing in this Agreement or any of the Facility Documents, express or implied, is intended to or shall be required construed to take any action that exposes impose upon the Administrative Agent to personal liability or that is contrary to any obligations in respect of this Agreement or Applicable Lawany of the Facility Documents except as expressly set forth herein or therein. The appointment and authority of the Administrative Agent hereunder shall terminate not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender, LC Issuer or any Facility Agent with any credit or other information with respect to any Transaction Party or their Affiliates, whether coming into its possession before the Closing Date or at the indefeasible payment in full of the Obligationsany time or times thereafter. (b) Each Lender and LC Issuer hereby irrevocably designates and appoints the Managing respective institution identified as the Facility Agent for such Lender’s or LC Issuer’s Lender Group as its Managing Agent hereunderon the signature pages hereto or in the Joinder Agreement or Assignment and Acceptance pursuant to which such Lender or LC Issuer becomes a party hereto, and each authorizes such Managing Facility Agent to take such actions as agent action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to the Managing Agents such Facility Agent by the terms of this Agreement Agreement, if any, together with such other powers as are reasonably incidental thereto. No Managing Notwithstanding any provision to the contrary elsewhere in this Agreement, no Facility Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, LC Issuer or other Facility Agent or the Administrative Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing such Facility Agent shall be read into this Agreement or otherwise exist against such Facility Agent. (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article IX are solely for the applicable Managing benefit of the Facility Agents, the Administrative Agent, the Lenders and the LC Issuers, and none of the Transaction Parties shall have any rights as a third party beneficiary or otherwise under any of the provisions of this Article IX, except that this Article IX shall not affect any obligations which any Facility Agent, the Administrative Agent, any Lender or any LC Issuer may have to any Transaction Party under the other provisions of this Agreement. Furthermore, no Lender or LC Issuer shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of a Facility Agent which is not the Facility Agent for such Lender or LC Issuer. (d) In performing its functions and duties hereunder, each Managing the Administrative Agent shall act solely as the agent for of the Lenders in Lenders, LC Issuers and the related Lender Group Facility Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Transaction Party or any of its their successors or and assigns. No Managing In performing its functions and duties hereunder, each Facility Agent shall act solely as the agent of its respective Lenders and LC Issuers and does not assume nor shall be required deemed to take have assumed any action that exposes it to personal liability obligation or that is contrary to this Agreement relationship of trust or Applicable Law. The appointment agency with or for any Transaction Party, any other Facility Agent or the Administrative Agent, or any of their respective successors and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligationsassigns.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank Flagstar Bank, fsb as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) Each Lender Secured Party hereby designates and appoints the Managing Agent for such Lender’s Lender Group Flagstar Bank, fsb as its Managing Collateral Agent hereunder, and authorizes such Managing the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderSecured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Collateral Agent shall be read into this Agreement or otherwise exist for the applicable Managing Collateral Agent. In performing its functions and duties hereunder, each Managing the Collateral Agent shall act solely as agent for the Lenders in the related Lender Group Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Collateral Agent shall not be required to take any action that exposes it the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing the Collateral Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank DB as Administrative Agent hereunder, and authorizes KeyBank DB to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Facility Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Facility Obligations.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank as Administrative Agent hereunder, and authorizes KeyBank to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such LenderXxxxxx’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank DB as Administrative Agent hereunder, and authorizes KeyBank DB to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank BB&T as Administrative Agent hereunder, and authorizes KeyBank BB&T to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Secured Party Lender hereby designates and appoints KeyBank Ally Bank (and Ally Bank accepts such designation and appointment) as Administrative Agent hereunder, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties Lenders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any other party hereto (including any Indemnified Party), or any of its their respective successors or assigns. The Administrative Agent shall not be deemed to be a party to or bound by any other agreement between the Borrower and any Lender. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Requirements of Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated Notwithstanding any provision to the Managing Agents by contrary elsewhere in this Agreement, the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lenderparty hereto (including any Indemnified Party), and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for against the applicable Managing Administrative Agent. In performing its functions and duties hereunder, each Managing The right of the Administrative Agent shall act solely as agent for the Lenders to perform any permissive or discretionary acts enumerated in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. any related document shall not be construed as a duty. (c) The appointment Administrative Agent shall promptly distribute to each Lender all notices, requests for consent or approval and authority of each Managing other information received by the Administrative Agent hereunder shall terminate at the indefeasible payment in full under this Agreement from or on behalf of the ObligationsBorrower, Servicer, Collateral Custodian, Trust Administrator, Transferor or Account Bank. (d) The Trust Administrator shall (i) determine whether it has received all appropriate forms regarding the deduction or withholding for or on account of any Taxes, as required by Requirements of Law, for any payment made by the Account Bank on behalf of the Borrower in respect of any Obligations or otherwise under this Agreement or any agreement relating to the Certificates, and (ii) communicate such determination in writing to the Administrative Agent and Account Bank. (e) The Administrative Agent shall approve and appoint any successor Owner Trustee in accordance with the Trust Agreement or consent to the assignment by the Owner Trustee of its obligations under the Transaction Documents.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank Fifth Third Bank, National Association as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto; provided, however, that the Collateral Agent shall have no liability with respect to such appointment. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) [Reserved]. (c) [Reserved]. (d) Each Lender Secured Party (other than the Collateral Agent) hereby designates and appoints the Managing Fifth Third as Collateral Agent for such Lender’s Lender Group as its Managing Agent hereunderxxxxxxxxx, and authorizes such Managing the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderSecured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Collateral Agent shall be read into this Agreement or otherwise exist for the applicable Managing Collateral Agent. In performing its functions and duties hereunder, each Managing the Collateral Agent shall act solely as agent for the Lenders in the related Lender Group Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Collateral Agent shall not be required to take any action that exposes it the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing the Collateral Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank Rabobank as Administrative Facility Agent hereunder, hereunder and authorizes KeyBank Rabobank to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Facility Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Each Lender in each Lender Group hereby designates and appoints the Person designated herein as Managing Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, for such Lender Group as agent for such Lender Group hereunder and no implied covenants, functions, responsibilities, duties, obligations or liabilities authorizes such Person to take such actions as agent on its behalf and to exercise such powers as are delegated to the part Managing Agent for such Lender Group by the terms of the Administrative Agent shall be read into this Agreement or otherwise exist for together with such powers as are reasonably incidental thereto. Each Secured Party hereby designates and appoints USBank as Paying Agent hereunder and authorizes USBank take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative AgentPaying Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. Each Lender hereby designates and appoints USBank as Documentation Agent and Calculation Agent hereunder and authorizes USBank take such actions as agent on its behalf and to exercise such powers as are delegated to the Documentation Agent and Calculation Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. Each Lender hereby designates and appoints each of Rabobank and Key Equipment Finance Inc. as a Syndication Agent hereunder and authorizes each of them take such actions as agent on its behalf and to exercise such powers as are delegated to such Syndication Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. (b) In performing its functions and duties hereunder, each of the Administrative Facility Agent and the Paying Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of its their successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related its Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any other Lenders or any of its or their successors or assigns. In performing its functions and duties hereunder, each of the Documentation Agent, the Calculation Agent and each Syndication Agent shall act solely as agent for the Lenders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of their successors or assigns. (c) None of the Facility Agent, the Documentation Agent, the Paying Agent, the Calculation Agent, any Syndication Agent or any Managing Agent for a Lender Group (each, an “Agent”), shall have any duties or responsibilities, except those expressly set forth herein and applicable to such Agent, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of any Agent shall be read into this Agreement or otherwise exist for any Agent. No Managing Agent shall be required to take any action that exposes it such Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Lender and each Secured Party (other than the Administrative Agent) hereby designates and appoints KeyBank Regions Bank (and Regions Bank accepts such designation and appointment) as Administrative Agent hereunder, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsFacility Termination Date. (b) Each Lender hereby irrevocably designates and appoints the Managing related Agent as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender’s Lender Group as its Managing Agent hereunderXxxxxx, and authorizes such Managing Agent to take such actions as agent action on its behalf under the provisions of the Basic Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Managing Agents such Agent by the terms of this Agreement Agreement, together with such other powers as are reasonably incidental thereto. No Managing . (c) Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as an “Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for against the applicable Managing Administrative Agent or any Agent. In performing its functions and duties hereunder, each Managing . (d) The Administrative Agent shall act solely as agent promptly distribute to each Agent (if such Agent or the Lender in its Lender Group are not otherwise required to receive such notice), who shall promptly distribute to each related Lender (if such Lender is not otherwise required to receive such notice) all notices, requests for consent and other information received by the Administrative Agent under this Agreement that are not also delivered to the Lenders. (e) The Administrative Agent shall promptly notify all Lenders in writing of any proposed consent, waiver, approval, vote or other action taken or to be taken by the related Lender Group and does not assume nor Administrative Agent in such capacity under the Intercreditor Agreement (an “Intercreditor Action”) within one (1) Business Day of the Administrative Agent actually receiving notice thereof, which notice shall be deemed include all information delivered to have assumed the Administrative Agent in such capacity under the Intercreditor Agreement. Notwithstanding any obligation or relationship of trust or agency with or for provision to the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to in this Agreement or Applicable Law. The appointment and authority of each Managing in any other Basic Document, all Intercreditor Actions shall be exercised by the Administrative Agent hereunder shall terminate in such capacity solely at the indefeasible payment in full written direction of the ObligationsRequired Lenders. For the avoidance of doubt, the terms set forth in this Section 12.01(e) shall not be applicable to any other capacity in which Regions Bank may serve under the Intercreditor Agreement (other than as Administrative Agent for the Secured Parties hereunder), including any action to be taken by Regions Bank in such other capacity under the Intercreditor Agreement.

Authorization and Action. (a) Each Lender and each Secured Party (other than the Administrative Agent) hereby designates and appoints KeyBank Xxxxx Fargo Bank, National Association (and Xxxxx Fargo Bank, National Association accepts such designation and appointment) as Administrative Agent hereunder, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsFacility Termination Date. (b) Each Lender hereby irrevocably designates and appoints the Managing related Agent as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender’s Lender Group as its Managing Agent hereunderXxxxxx, and authorizes such Managing Agent to take such actions as agent action on its behalf under the provisions of the Basic Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Managing Agents such Agent by the terms of this Agreement Agreement, together with such other powers as are reasonably incidental thereto. No Managing . (c) Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as an “Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for against the applicable Managing Administrative Agent or any Agent. In performing its functions and duties hereunder, each Managing . (d) The Administrative Agent shall act solely as agent promptly distribute to each Agent (if such Agent or the Lender in its Lender Group are not otherwise required to receive such notice), who shall promptly distribute to each related Lender (if such Lender is not otherwise required to receive such notice) all notices, requests for consent and other information received by the Administrative Agent under this Agreement that are not also delivered to the Lenders. (e) The Administrative Agent shall promptly notify all Lenders in writing of any proposed consent, waiver, approval, vote or other action taken or to be taken by the related Lender Group and does not assume nor Administrative Agent in such capacity under the Intercreditor Agreement (an “Intercreditor Action”) within one (1) Business Day of the Administrative Agent actually receiving notice thereof, which notice shall be deemed include all information delivered to have assumed the Administrative Agent in such capacity under the Intercreditor Agreement. Notwithstanding any obligation or relationship of trust or agency with or for provision to the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to in this Agreement or Applicable Law. The appointment and authority of each Managing in any other Basic Document, all Intercreditor Actions shall be exercised by the Administrative Agent hereunder shall terminate in such capacity solely at the indefeasible payment in full written direction of the ObligationsRequired Lenders. For the avoidance of doubt, the terms set forth in this Section 12.01(e) shall not be applicable to any other capacity in which Xxxxx Fargo Bank may serve under the Intercreditor Agreement (other than as Administrative Agent for the Secured Parties hereunder), including any action to be taken by Xxxxx Fargo Bank in such other capacity under the Intercreditor Agreement.

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank (i) BTMU to act as Administrative its agent hereunder and under each other Transaction Document, and (ii) the Managing Agent hereunderin its Purchaser Group to act as its Managing Agent hereunder and under each other Transaction Document, and authorizes KeyBank the Agent and such Purchaser’s Managing Agent, as the case may be, to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or such Managing Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Neither the Agent shall not nor the Managing Agents have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative AgentAgent or the Managing Agents. In performing its their respective functions and duties hereunderhereunder and under the other Transaction Documents, (i) the Administrative Agent shall act solely as agent for the Secured Parties Purchasers (ii) each Managing Agent shall act solely as managing agent for the Conduit and does not assume Financial Institutions in its Purchaser Group and (iii) neither the Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those as expressly set forth provided herein, or . Neither the Agent nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it the Agent or such Managing Agent to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each the Agent and the Managing Agent Agents hereunder shall terminate at upon the indefeasible payment in full of the Obligationsall Aggregate Unpaids.

Authorization and Action. (a) Each Secured Party (other than the Bank Parties, and the Bank Parties hereby acknowledge such designation and appointment) hereby designates and appoints KeyBank as Administrative Agent hereunder, and authorizes KeyBank to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank WCM as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Deal Agent shall be read into this Agreement or otherwise exist for the Deal Agent. In performing its functions and duties hereunder, the Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Deal Agent shall not be required to take any action that exposes the Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Deal Agent hereunder shall terminate upon the indefeasible payment in full of the Aggregate Unpaids. (b) In the event that a Conduit Lender becomes party hereto pursuant to a Joinder, each Investor shall collectively designate and appoint a single entity to perform the functions of Liquidity Agent hereunder, and authorize such party to take such actions as agent on its behalf and to exercise such powers as are delegated to the Liquidity Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. Such Liquidity Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Liquidity Agent shall be read into this Agreement or otherwise exist for the Liquidity Agent. In performing its functions and duties hereunder, the Liquidity Agent shall act solely as agent for the Investors and shall not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Liquidity Agent shall not be required to take any action that exposes the Liquidity Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Liquidity Agent hereunder shall terminate upon the indefeasible payment in full of the Aggregate Unpaids. (c) Each Secured Party hereby designates and appoints Xxxxx Fargo Bank, National Association as Collateral Agent hereunder, and authorizes the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Collateral Agent shall be read into this Agreement or otherwise exist for the Administrative Collateral Agent. In performing its functions and duties hereunder, the Administrative Collateral Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Collateral Agent shall not be required to take any action that exposes the Administrative Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Collateral Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Secured Party Lender and each Lender Group Agent hereby designates and appoints KeyBank Wachovia to act as Administrative Agent hereunderits agent under the Transaction Documents, and authorizes KeyBank the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement the Transaction Documents, together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinin any Transaction Document, or any fiduciary relationship with any Secured PartyLender or any Lender Group Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement any Transaction Document or otherwise exist for the Administrative Agent. In performing its functions and duties hereunderunder the Transaction Documents, the Administrative Agent shall act solely as agent for the Secured Parties Lenders and the Lender Group Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Lender, any Lender Group Agent, any Loan Party or any of its such Loan Party's successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement any Transaction Document or Applicable Lawapplicable law. The appointment and authority of the Administrative Agent hereunder shall terminate at upon the indefeasible payment in full of all Obligations. Each Lender and each Lender Group Agent hereby authorizes the ObligationsAgent to file each of the UCC financing statements and each Collection Account Agreement on behalf of such Lender and such Lender Group Agent (the terms of which shall be binding on such Lender and Lender Group Agent). (b) Each Person in each Lender Group, on behalf of itself and its assigns, hereby designates and appoints the Managing Person identified as the Lender Group Agent for such Lender’s Lender Group in such Lender Group's Assignment Agreement to act as its Managing Agent hereunderagent hereunder and under each other Transaction Document, and authorizes such Managing Lender Group Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents such Lender Group Agent by the terms of the this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank Fifth Third as Administrative Deal Agent hereunderxxxxxxxxx, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) [Reserved]. (c) Each Lender Secured Party hereby designates and appoints the Managing Fifth Third as Collateral Agent for such Lender’s Lender Group as its Managing Agent hereunderxxxxxxxxx, and authorizes such Managing the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderSecured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Collateral Agent shall be read into this Agreement or otherwise exist for the applicable Managing Collateral Agent. In performing its functions and duties hereunder, each Managing the Collateral Agent shall act solely as agent for the Lenders in the related Lender Group Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Collateral Agent shall not be required to take any action that exposes it the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing the Collateral Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids.

Authorization and Action. (a) Each Secured Party of the Lenders hereby designates and irrevocably appoints KeyBank Administrative Agent to act on its behalf as Administrative Agent hereunder, hereunder and under the other Loan Documents and authorizes KeyBank Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section 9 are solely for the benefit of Administrative Agent shall not have and the Lenders, and the Borrower has no rights as a third party beneficiary of any duties of such provisions. It is understood and agreed that the use of the term “agent” herein or responsibilities, except those expressly set forth herein, in any other Loan Documents (or any other similar term) with reference to Administrative Agent is not intended to connote any fiduciary relationship with or other implied (or express) obligations arising under agency doctrine of any Secured Partyapplicable law. Instead such term is used as a matter of market custom, and no implied covenants, functions, responsibilities, duties, obligations is intended to create or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or reflect only an administrative relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligationsbetween contracting parties. (b) Each Lender hereby designates and appoints Administrative Agent shall also act as the Managing Agent for such Lender’s Lender Group as its Managing Agent hereundercollateral agent under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes such Managing Administrative Agent to take act as the agent of such actions as agent Lender for purposes of acquiring, holding, and enforcing any and all Liens on its behalf and to exercise such powers as are delegated to the Managing Agents Collateral granted by the terms Borrower to secure any of this Agreement the Obligations, together with such powers and discretion as are reasonably incidental thereto. No Managing In this connection, Administrative Agent, as collateral agent and any co-agents, sub-agents, and attorneys-in-fact appointed by Administrative Agent pursuant to Section 9.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of Administrative Agent, shall have any duties or responsibilities, except those expressly be entitled to the benefits of all provisions of this Sections 9 and 10 as if set forth hereinin full herein with respect thereto. Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or any fiduciary relationship with any Lenderfurther consent from the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed from time to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required time to take any action that exposes it with respect to personal liability any Collateral or that is contrary the Loan Documents which may be necessary to this Agreement or Applicable Law. The appointment perfect and authority of each Managing Agent hereunder shall terminate at maintain perfected the indefeasible payment in full of the ObligationsLiens upon any Collateral granted pursuant to any Security Document.

Authorization and Action. (a) Each Lender and each Secured Party (other than the Administrative Agent) hereby designates and appoints KeyBank BMO Capital Markets Corp. (and BMO Capital Markets Corp. accepts such designation and appointment) as Administrative Agent hereunderxxxxxxxxx, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsFacility Termination Date. (b) Each Lender hereby irrevocably designates and appoints the Managing related Agent as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender’s Lender Group as its Managing Agent hereunderXxxxxx, and authorizes such Managing Agent to take such actions as agent action on its behalf under the provisions of the Basic Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Managing Agents such Agent by the terms of this Agreement Agreement, together with such other powers as are reasonably incidental thereto. No Managing . (c) Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as an “Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for against the applicable Managing Administrative Agent or any Agent. In performing its functions and duties hereunder, each Managing . (d) The Administrative Agent shall act solely as agent promptly distribute to each Agent (if such Agent or the Lender in its Lender Group are not otherwise required to receive such notice), who shall promptly distribute to each related Lender (if such Lender is not otherwise required to receive such notice) all notices, requests for consent and other information received by the Administrative Agent under this Agreement that are not also delivered to the Lenders. (e) The Administrative Agent shall promptly notify all Lenders in writing of any proposed consent, waiver, approval, vote or other action taken or to be taken by the related Lender Group and does not assume nor Administrative Agent in such capacity under the Intercreditor Agreement (an “Intercreditor Action”) within one (1) Business Day of the Administrative Agent actually receiving notice thereof, which notice shall be deemed include all information delivered to have assumed the Administrative Agent in such capacity under the Intercreditor Agreement. Notwithstanding any obligation or relationship of trust or agency with or for provision to the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to in this Agreement or Applicable Law. The appointment and authority of each Managing in any other Basic Document, all Intercreditor Actions shall be exercised by the Administrative Agent hereunder shall terminate in such capacity solely at the indefeasible payment in full written direction of the ObligationsRequired Lenders. For the avoidance of doubt, the terms set forth in this Section 12.01(e) shall not be applicable to any other capacity in which BMO Capital Markets Corp. may serve under the Intercreditor Agreement (other than as Administrative Agent for the Secured Parties hereunder), including any action to be taken by BMO Capital Markets Corp. in such other capacity under the Intercreditor Agreement.

Authorization and Action. (a) Each Secured Party Facility Agent, each Purchaser and each LC Bank hereby designates and appoints KeyBank RBC as Administrative Agent hereunder, hereunder and authorizes KeyBank the Administrative to take such actions action as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement hereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties When requested to do so by a Facility Agent, the Required Facility Agents or responsibilities, except those expressly set forth herein, the Facility Agents (as the context herein requires or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunderallows), the Administrative Agent shall act solely take such action or refrain from taking such action consistent with its duties hereunder and under the other Transaction Documents as agent for a Facility Agent, the Secured Parties and does not assume nor shall be deemed to have assumed any obligation Required Facility Agents or relationship of trust the Facility Agents, as the case may be, direct under or agency in connection with or for on any matter relating to any Xxxxxxxx Party, this Agreement and all other Transaction Documents. In the Borrower event of a conflict between a determination or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes calculation made by the Administrative Agent to personal liability and a determination or that is contrary to this Agreement calculation made by any Purchaser, LC Bank or Applicable Law. The appointment and authority any Facility Agent, the determination or calculation of the Administrative Purchaser, the LC Bank or the Facility Agent hereunder shall terminate at the indefeasible payment in full of the Obligationscontrol absent manifest error. (b) Each Lender Purchaser and LC Bank (if any) in a Purchase Group hereby designates and appoints accepts the Managing Agent for such Lender’s Lender Group as its Managing appointment of the applicable Facility Agent hereunder, and authorizes such Managing Facility Agent to take such actions as agent action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to the Managing Agents such Facility Agent by the terms of this Agreement Agreement, if any, together with such other powers as are reasonably incidental thereto. No Managing Each other Purchaser or LC Bank within any other Purchase Group hereby accepts the appointment of the related Facility Agent shall have any duties or responsibilities, except those expressly set forth herein, for such Purchase Group and authorizes and empowers such Facility Agent as provided in the preceding sentence. (c) Except for actions which the Administrative Agent or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Facility Agent shall be read into is expressly required to take pursuant to this Agreement or otherwise exist for any Conduit Support Document, neither the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Administrative Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Facility Agent shall be required to take any action that which exposes it the Administrative Agent or such Facility Agent to personal liability or that which is contrary to this Agreement applicable Law unless the Administrative Agent or Applicable Lawsuch Facility Agent shall receive further assurances to its satisfaction from the Purchasers and XX Xxxxx of the indemnification obligations under Section 9.06 hereof against any and all liability and expense which may be incurred in taking or continuing to take such action. The Administrative Agent agrees to give to each Facility Agent, each Purchaser and each LC Bank prompt notice of each notice and determination given to it by any Xxxxxxxx Party or any Depositary Bank or by it to any Xxxxxxxx Party or any Depositary Bank, pursuant to the terms of this Agreement. Each Facility Agent agrees to give the Administrative Agent and such Facility Agent’s respective Purchasers and XX Xxxxx prompt notice of each notice and determination given to it by any Xxxxxxxx Party, any Depositary Bank or by it to any Xxxxxxxx Party or any Depositary Bank, pursuant to the terms of this Agreement. Notwithstanding the foregoing, neither the Administrative Agent nor any Facility Agent shall be deemed to have knowledge or notice of the occurrence and continuance of any Termination Event unless the Administrative Agent or such Facility Agent has received written notice from a Conduit Purchaser, a Committed Purchaser, any LC Bank, any other Facility Agent, the Seller or the Servicer referring to this Agreement, describing such Termination Event and stating that such notice is a “notice of a Termination Event.” Subject to Section 9.07 hereof, the appointment and authority of the Administrative Agent and each Managing Facility Agent hereunder shall terminate at on the indefeasible payment date of Facility Termination. (d) For the avoidance of doubt, notwithstanding any other provision hereof, (i) no Facility Agent in full of its capacity as such shall have any purchase, reinvestment or funding commitment or obligation hereunder, nor be obligated to remit funds to the ObligationsSeller hereunder, unless such funds are received from the applicable Conduit Purchaser or Committed Purchaser, and (ii) no Facility Agent shall have any personal liability for any default by its Conduit Purchaser or Committed Purchaser hereunder.

Authorization and Action. (a) Each Secured Party Lender hereby designates appoints and appoints KeyBank as authorizes the Administrative Agent hereunder, and authorizes KeyBank to take such actions action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms of this Agreement hereof, together with such powers as are reasonably incidental thereto. Effective as of the Amendment No. 1 Effective Date, the Borrower hereby appoints Deutsche Bank Trust Company Americas, acting through its office at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the registrar and paying agent in respect of the Loans (together with any successor or successors as such registrar and paying agent qualified and appointed in accordance with this Article IX, the “Paying Agent”), upon the terms and subject to the conditions set forth herein, and Deutsche Bank Trust Company Americas hereby accepts such appointment. The Paying Agent shall have the powers and authority granted to and conferred upon it herein, and such further powers and authority to act on behalf of the Borrower as the Borrower and the Paying Agent may hereafter mutually agree in writing. Neither the Administrative Agent nor the Paying Agent shall not have any duties or responsibilities, except other than those expressly set forth herein, or any fiduciary relationship with any Secured Partyin the Transaction Documents, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement any Transaction Document, or otherwise exist for the Administrative Agent. In performing its functions and duties hereunderexist, against the Administrative Agent shall act solely as agent for or the Secured Parties Paying Agent. The Administrative Agent and does the Paying Agent do not assume assume, nor shall either of them be deemed to have assumed assumed, any obligation to, or relationship of trust or agency with or for the Borrower with, Tesla, Inc., TFL, LML or any Tesla Party, the Conduit Lenders, the Committed Lenders or the Group Agents, except for any obligations expressly set forth herein; provided that all funds held by the Paying Agent for payment of its successors principal of or assignsinterest (and any additional amounts) on the Loans shall be held in trust by the Paying Agent, and applied as set forth herein. The Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall the Administrative Agent shall not or the Paying Agent ever be required to take any action that which exposes the Administrative Agent or the Paying Agent, respectively, to personal liability or that which is contrary to this Agreement any provision of any Transaction Document or Applicable Lawapplicable law. The appointment and authority of Upon receiving a notice, report, statement, document or other communication from the Borrower or the Servicer pursuant to Section 2.01(d)(i), Section 2.01(d)(iii), Section 2.08, Section 6.03(a), Section 6.03(c) or Section 7.02(c), the Administrative Agent hereunder shall terminate at the indefeasible payment in full promptly deliver to each Group Agent a copy of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereundernotice, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental theretoreport, statement, document or communication. No Managing The Administrative Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on at all times also be the part of TFL Administrative Agent. The Paying Agent shall at all times also be the applicable Managing TFL Paying Agent. The Paying Agent shall be read into under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or otherwise exist direction of any of the Borrower or the Lenders, unless such Borrower or Lender shall have offered to the Paying Agent security or indemnity reasonably satisfactory to the Paying Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. The Paying Agent shall not be responsible for, and makes no representation as to the existence, genuineness, value or protection of any Collateral, for the applicable Managing Agent. In performing its functions and duties hereunderlegality, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed effectiveness or sufficiency of any obligation documents or relationship of trust or agency with other instruments, or for the Borrower creation, perfection, filing, priority, sufficiency or protection of any of its successors or assignsliens securing the Loans. No Managing The Paying Agent shall be required to take incur no liability for not performing any action that exposes it to personal liability act or that is contrary to this Agreement fulfilling any duty, obligation or Applicable Law. The appointment and authority responsibility hereunder by reason of each Managing Agent hereunder shall terminate at any occurrence beyond the indefeasible payment in full control of the ObligationsPaying Agent (including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

Authorization and Action. (a) Each Secured Party of the Owners hereby designates and appoints KeyBank First Union Securities as Administrative Agent hereunder, and authorizes KeyBank the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent under this Agreement and any related agreement, instrument and document as are delegated to the Administrative Agent by the terms of this Agreement hereof or thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent reserves the right, in its sole discretion to exercise any rights and remedies under this Agreement or any related agreement, instrument or document executed and delivered pursuant hereto, or pursuant to applicable law, and also to agree to any amendment, modification or waiver of this Agreement or any related agreement, instrument and document, in each instance, on behalf of the Owners. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured PartyOwner, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Transferor or any of its successors or assigns. The Notwithstanding anything herein or elsewhere to the contrary, the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligationsapplicable law. (b) Each Lender The Purchaser and each subsequent Owner from time to time hereby designates acknowledges and appoints agrees that all payments in respect of any Certificates and in respect of fees and other amounts owing to the Managing Owners under this Agreement shall, except as otherwise expressly provided herein, be remitted by the applicable payor to the Administrative Agent for such Lender’s Lender Group as its Managing Agent hereunderon behalf of the Owners, and authorizes the Administrative Agent shall distribute all such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated amounts, promptly following receipt thereof, to the Managing Agents applicable parties in interest according to their respective interests therein, determined by reference to the terms of the Pooling and Servicing Agreement, the Supplement, this Agreement together with and the Administrative Agent's books and records relating to such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilitiesCertificates, except those expressly set forth hereinthe Pooling and Servicing Agreement, or any fiduciary relationship with any Lender, the Supplement and no implied covenants, functions, responsibilities, duties, obligations or liabilities on this Agreement (it being agreed that the part entries made in such books and records of the applicable Managing Administrative Agent shall be read into this Agreement or otherwise exist conclusive and binding for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligationsall purposes absent manifest error).

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank its related Deal Agent as a Deal Agent hereunder, and authorizes its related Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Deal Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. Each Purchaser also hereby designates and appoints the Administrative Agent as the Administrative Agent hereunder, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Each Purchaser, each Deal Agent and the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured PartyPurchaser or any other Deal Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of a Deal Agent or the Administrative Agent shall be read into this Agreement or otherwise exist for each Deal Agent or the Administrative Agent. In performing its functions and duties hereunder, the Deal Agents and Administrative Agent shall act solely as agent for the Secured Parties Purchasers and does do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Issuer or any of its successors or assigns. The Deal Agents and Administrative Agent shall not be required to take any action that which exposes the Deal Agents and Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The appointment and authority of the Deal Agents and Administrative Agent hereunder shall terminate at the indefeasible payment in full of all amounts due under the ObligationsClass A Notes or under any Fee Letter. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank BMO Capital Markets as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsCollection Date. (b) Each Lender Secured Party hereby designates and appoints the Managing Agent for such Lender’s Lender Group BMO as its Managing Collateral Agent hereunder, and authorizes such Managing the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderSecured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Collateral Agent shall be read into this Agreement or otherwise exist for the applicable Managing Collateral Agent. In performing its functions and duties hereunder, each Managing the Collateral Agent shall act solely as agent for the Lenders in the related Lender Group Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Collateral Agent shall not be required to take any action that exposes it the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Collateral Agent shall not be liable with respect to any action it takes or omits to take in accordance with a direction received by it in accordance with the terms of this Agreement and the other Transaction Documents. The appointment and authority of each Managing the Collateral Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsCollection Date.

Authorization and Action. (a) Each Secured Party Lender hereby designates appoints and appoints KeyBank as authorizes the Administrative Agent hereunder, and authorizes KeyBank to take such actions action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms of this Agreement hereof, together with such powers as are reasonably incidental thereto. Effective as of the Amendment No. 1 Effective Date, the Borrower hereby appoints Deutsche Bank Trust Company Americas, acting through its office at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the registrar and paying agent in respect of the Loans (together with any successor or successors as such registrar and paying agent qualified and appointed in accordance with this Article IX, the “Paying Agent”), upon the terms and subject to the conditions set forth herein, and Deutsche Bank Trust Company Americas hereby accepts such appointment. The Paying Agent shall have the powers and authority granted to and conferred upon it herein, and such further powers and authority to act on behalf of the Borrower as the Borrower and the Paying Agent may hereafter mutually agree in writing. Neither the Administrative Agent nor the Paying Agent shall not have any duties or responsibilities, except other than those expressly set forth herein, or any fiduciary relationship with any Secured Partyin the Transaction Documents, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement any Transaction Document, or otherwise exist for the Administrative Agent. In performing its functions and duties hereunderexist, against the Administrative Agent shall act solely as agent for or the Secured Parties Paying Agent. The Administrative Agent and does the Paying Agent do not assume assume, nor shall either of them be deemed to have assumed assumed, any obligation to, or relationship of trust or agency with or for the Borrower with, Tesla, Inc., TFL, LML or any Tesla Party, the Conduit Lenders, the Committed Lenders or the Group Agents, except for any obligations expressly set forth herein; provided that all funds held by the Paying Agent for payment of its successors principal of or assignsinterest (and any additional amounts) on the Loans shall be held in trust by the Paying Agent, and applied as set forth herein. The Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall the Administrative Agent shall not or the Paying Agent ever be required to take any action that which exposes the Administrative Agent or the Paying Agent, respectively, to personal liability or that which is contrary to this Agreement any provision of any Transaction Document or Applicable Lawapplicable law. The appointment and authority of Upon receiving a notice, report, statement, document or other communication from the Borrower or the Servicer pursuant to Section 2.01(d)(i), Section 2.01(d)(iii), Section 2.08, Section 6.03(a), Section 6.03(c) or Section 7.02(c), the Administrative Agent hereunder shall terminate at the indefeasible payment in full promptly deliver to each Group Agent a copy of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereundernotice, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental theretoreport, statement, document or communication. No Managing The Administrative Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on at all times also be the part of 2018 Administrative Agent. The Paying Agent shall at all times also be the applicable Managing 2018 Paying Agent. The Paying Agent shall be read into under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or otherwise exist direction of any of the Borrower or the Lenders, unless such Borrower or Lender shall have offered to the Paying Agent security or indemnity reasonably satisfactory to the Paying Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. The Paying Agent shall not be responsible for, and makes no representation as to the existence, genuineness, value or protection of any Collateral, for the applicable Managing Agent. In performing its functions and duties hereunderlegality, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed effectiveness or sufficiency of any obligation documents or relationship of trust or agency with other instruments, or for the Borrower creation, perfection, filing, priority, sufficiency or protection of any of its successors or assignsliens securing the Loans. No Managing The Paying Agent shall be required to take incur no liability for not performing any action that exposes it to personal liability act or that is contrary to this Agreement fulfilling any duty, obligation or Applicable Law. The appointment and authority responsibility hereunder by reason of each Managing Agent hereunder shall terminate at any occurrence beyond the indefeasible payment in full control of the ObligationsPaying Agent (including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).”

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank the Deal Agent as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that which exposes the Administrative Deal Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) Each Lender Investor hereby designates and appoints the Managing Agent for such Lender’s Lender Group FUNB as its Managing Liquidity Agent hereunder, and authorizes such Managing the Liquidity Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Liquidity Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Liquidity Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderInvestor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Liquidity Agent shall be read into this Agreement or otherwise exist for the applicable Managing Liquidity Agent. In performing its functions and duties hereunder, each Managing the Liquidity Agent shall act solely as agent for the Lenders in the related Lender Group Investors and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller or any of its successors or assigns. No Managing The Liquidity Agent shall not be required to take any action that which exposes it the Liquidity Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The appointment and authority of each Managing the Liquidity Agent hereunder shall terminate at the indefeasible payment in full of the ObligationsAggregate Unpaids.

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank (i) JPMorgan to act as Administrative its agent hereunder and under each other Transaction Document, and (ii) the Managing Agent hereunderin its Purchase Group to act as its agent hereunder and under each other Transaction Document, and authorizes KeyBank the Administrative Agent and such Purchaser’s Managing Agent, as the case may be, to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or such Managing Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Neither the Administrative Agent nor the Managing Agents shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative AgentAgent or the Managing Agents. In performing its their functions and duties hereunderhereunder and under the other Transaction Documents, (i) the Administrative Agent shall act solely as agent for the Secured Parties Purchasers, (ii) each Managing Agent shall act solely as managing agent for the Conduit Purchasers, Committed Purchasers and does not assume L/C Issuer, if any, in its Purchase Group, and (iii) neither the Administrative Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. The Neither the Administrative Agent nor any Managing Agent shall not be required to take any action that exposes the Administrative Agent or such Managing Agent to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of the Administrative Agent and the Managing Agents hereunder shall terminate at upon the indefeasible payment in full Final Payout Date. Each Purchaser hereby authorizes the Administrative Agent to file each of the Obligations. UCC financing statements on behalf of such Purchaser (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent which shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligationsbinding on such Purchaser).

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank the Deal Agent as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that which exposes the Administrative Deal Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) Each Lender Investor hereby designates and appoints the Managing Agent for such Lender’s Lender Group FUNB as its Managing Liquidity Agent hereunder, and authorizes such Managing the Liquidity Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Liquidity Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Liquidity Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderInvestor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Liquidity Agent shall be read into this Agreement or otherwise exist for the applicable Managing Liquidity Agent. In performing its functions and duties hereunder, each Managing the Liquidity Agent shall act solely as agent for the Lenders in the related Lender Group Investors and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller or any of its successors or assigns. No Managing The Liquidity Agent shall not be required to take any action that which exposes it the Liquidity Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The appointment and authority of each Managing the Liquidity Agent hereunder shall terminate at the indefeasible payment in full of the ObligationsAggregate Unpaids.

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank (i) BNS to act as Administrative Agent hereunderhereunder and under each other Transaction Document, and (ii) the Managing Agent in its Purchase Group to act as its Managing Agent hereunder and under each other Transaction Document, and authorizes KeyBank the Agent and such Purchaser’s Managing Agent, as the case may be, to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or such Managing Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Neither the Agent nor the Managing Agents shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative AgentAgent or the Managing Agents. In performing its their functions and duties hereunderhereunder and under the other Transaction Documents, (i) the Administrative Agent shall act solely as agent for the Secured Parties Purchasers, (ii) each Managing Agent shall act solely as managing agent for the Conduit and does not assume Financial Institutions in its Purchase Group, and (iii) neither the Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those as expressly set forth provided herein, or . Neither the Agent nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it the Agent or such Managing Agent to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each the Agent and the Managing Agent Agents hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the ObligationsAgent to execute each of the Uniform Commercial Code financing statements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank (i) JPMorgan Chase to act as Administrative Agent hereunderhereunder and under each other Transaction Document, and (ii) the Managing Agent in its Purchase Group to act as its Managing Agent hereunder and under each other Transaction Document, and authorizes KeyBank the Agent and such Purchaser’s Managing Agent, as the case may be, to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or such Managing Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Neither the Agent nor the Managing Agents shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative AgentAgent or the Managing Agents. In performing its their functions and duties hereunderhereunder and under the other Transaction Documents, (i) the Administrative Agent shall act solely as agent for the Secured Parties Purchasers, (ii) each Managing Agent shall act solely as managing agent for the Conduit and does not assume Financial Institutions in its Purchase Group, and (iii) neither the Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those as expressly set forth provided herein, or . Neither the Agent nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it the Agent or such Managing Agent to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each the Agent and the Managing Agent Agents hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the ObligationsAgent to execute each of the Uniform Commercial Code financing statements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank Citizens Bank, N.A. as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsCollection Date. (b) Each Lender Secured Party hereby designates and appoints the Managing Agent for such Lender’s Lender Group Citizens Bank, N.A. as its Managing Collateral Agent hereunder, and authorizes such Managing the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderSecured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Collateral Agent shall be read into this Agreement or otherwise exist for the applicable Managing Collateral Agent. In performing its functions and duties hereunder, each Managing the Collateral Agent shall act solely as agent for the Lenders in the related Lender Group Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Collateral Agent shall not be required to take any action that exposes it the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Collateral Agent shall not be liable with respect to any action it takes or omits to take in accordance with a direction received by it in accordance with the terms of this Agreement and the other Transaction Documents. The appointment and authority of each Managing the Collateral Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsCollection Date.

Authorization and Action. (a) Each Secured Party Lender and the Administrative Agent hereby designates and appoints KeyBank U.S. Bank Trust Company, National Association (and U.S. Bank Trust Company, National Association accepts such designation and appointment) as Administrative the Paying Agent hereunder, and authorizes KeyBank the Paying Agent to maintain the Collection Account and to take such actions as agent representative on its behalf and as directed by the Lenders or the Administrative Agent and to exercise such powers as are delegated to the Administrative Paying Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Paying Agent shall act solely as agent for the Secured Parties Lenders and the Administrative Agent and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Paying Agent shall not be required to risk or expend its own funds in performing its duties hereunder or otherwise take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Paying Agent hereunder shall terminate at the indefeasible payment in full of the ObligationsAdvance. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated Notwithstanding any provision to the Managing Agents by contrary elsewhere in this Agreement, the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Paying Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any agency or fiduciary relationship with any LenderLender or the Administrative Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for against the applicable Managing Paying Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. Each Purchaser hereby (ai) Each Secured Party hereby designates and appoints KeyBank BNS to act as its administrative agent hereunder and under each other Transaction Document, (ii) designates and appoints its related Managing Agent as its managing agent, and (iii) authorizes the Administrative Agent hereunder, and authorizes KeyBank such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Managing Agent, as applicable, by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Neither the Administrative Agent nor any Managing Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or nor any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent or any Managing Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative Agent or any Managing Agent. In performing its functions and duties hereunderhereunder and under the other Transaction Documents, the Administrative Agent and each Managing Agent shall act solely as agent for the Secured Parties Purchasers designating such agent and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes Neither the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have nor any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it the such Person to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each the Administrative Agent and the Managing Agent Agents hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the ObligationsAdministrative Agent to execute each of the UCC financing statements, the Intercreditor Agreement and such other Transaction Documents as may require the Administrative Agent’s signature on behalf of such Purchaser (the terms of which shall be binding on such Purchaser). Each Purchaser hereby authorizes its related Managing Agent to execute the Fee Letter on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank Xxxxx Fargo as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) [Reserved.] (c) Each Lender Secured Party hereby designates and appoints the Managing Agent for such Lender’s Lender Group Xxxxx Fargo as its Managing Collateral Agent hereunder, and authorizes such Managing the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderSecured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Collateral Agent shall be read into this Agreement or otherwise exist for the applicable Managing Collateral Agent. In performing its functions and duties hereunder, each Managing the Collateral Agent shall act solely as agent for the Lenders in the related Lender Group Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Collateral Agent shall not be required to take any action that exposes it the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing the Collateral Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids.

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank Coöperatieve Rabobank U.A., New York Branch to act as Administrative Agent hereunderits agent hereunder and under each other Transaction Document, and authorizes KeyBank the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Each Purchaser hereby consents to the terms of the Fee Letter and directs and authorizes the Agent to enter into the Fee Letter on its behalf. The LC Bank hereby designates and appoints Coöperatieve Rabobank U.A., New York Branch to act as its agent hereunder and under each other Transaction Document in respect of protecting and maintaining the security interest granted under Section 14.14(a), and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyPurchaser or the LC Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative Agent. In performing its functions and duties hereunderhereunder and under the other Transaction Documents, the Administrative Agent shall act solely as agent for the Secured Parties Purchasers and the LC Bank to the extent set forth herein, and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at upon the indefeasible payment date on which the Commitments have terminated, no Letters of Credit are outstanding and all Aggregate Unpaids have been indefeasibly paid in full of full. The LC Bank and each Purchaser hereby authorizes the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take file such actions Uniform Commercial Code financing statements against the Seller Parties as agent on it may deem necessary or desirable in its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligationssole discretion.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank as Administrative Agent hereunder, and authorizes KeyBank to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such LenderLxxxxx’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank JPMCB to act as Administrative Agent hereunderhereunder and under each other Transaction Document, and authorizes KeyBank the Agent and such Purchaser’s related Managing Agent to take such actions as agent Agent or Managing Agent, as the case may be, on its behalf and to exercise such powers as are delegated to the Administrative Agent or such Managing Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Neither the Agent nor any Managing Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative AgentAgent or the Managing Agents. In performing its their respective functions and duties hereunderhereunder and under the other Transaction Documents, (i) the Administrative Agent shall act solely as agent for the Secured Parties Purchasers, (ii) each Managing Agent shall act solely as agent for the Conduits and does not assume Financial Institutions in the related Purchase Group and (iii) neither the Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. The Administrative Neither the Agent shall not be required to take nor any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it the Agent or the Managing Agents to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each the Agent and the Managing Agent Agents hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the ObligationsAgent and the Managing Agent for its Purchase Group, as applicable, to execute each of the Uniform Commercial Code financing statements, this Agreement and such other Transaction Documents as may require the Agent’s or such Managing Agent’s signature on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank DB as Administrative Agent hereunder, and authorizes KeyBank DB to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto; provided, however, that the Administrative Agent may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto; provided, however, that the applicable Managing Agent may not execute any document in the name of, or which imposes any direct obligation on, RFC. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) 7.1.1 Each Secured Party Lender hereby designates and appoints KeyBank Credit Suisse AG, Cayman Islands Branch (and Credit Suisse AG, Cayman Islands Branch accepts such designation and appointment) as Administrative Agent hereunder, hereunder and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties Lenders and Administrative Agent does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any other party hereto or any of its their respective successors or assigns; provided that, notwithstanding the foregoing, the parties hereto agree that the Administrative Agent shall act for and on behalf of all Secured Parties and with respect to all Obligations in its capacities as “Noteholder” under (and as defined in) the Collateral Agency Agreement. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations, provided that the Administrative Agent shall retain all necessary authority to execute, deliver, file and record any release, document or other instrument and take such action that may be necessary or that the Borrowers may request, to evidence the release by the Administrative Agent of the Borrowers from the Obligations and such Xxxxxxxx’s Liens created hereunder. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated 7.1.2 Notwithstanding any provision to the Managing Agents by contrary elsewhere in this Agreement, the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for against the applicable Managing Administrative Agent. In performing its functions and duties . 7.1.3 Where the Administrative Agent is required to exercise judgment or make a determination or calculation hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor such judgment, determination or calculation shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment made in good faith and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligationsa commercially reasonable manner.

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank Bank One, NA to act as its “Administrative Agent hereunderAgent” hereunder and under each other Transaction Document, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Agent shall will not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative Agent. In performing its functions and duties hereunderhereunder and under the other Transaction Documents, the Administrative Agent shall will act solely as agent Administrative Agent for the Secured Parties Falcon Agent and the Purchasers and does not assume nor shall will be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. The Administrative Agent shall will not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of the Administrative Agent hereunder shall will terminate at upon the indefeasible payment in full of all Aggregate Unpaids and termination of the ObligationsCommitments. Each Purchaser and the Falcon Agent hereby authorizes the Administrative Agent to execute (if required) and file each of the Uniform Commercial Code financing statements on behalf of the Falcon Agent and such Purchaser (the terms of which shall be binding on the Falcon Agent and such Purchaser). (b) Each Lender member of the Falcon Group hereby designates and appoints Bank One, NA to act as the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder“Falcon Agent” hereunder and under each other Transaction Document, and authorizes such Managing the Falcon Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Falcon Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. No Managing The Falcon Agent shall will not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any LenderPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Falcon Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the applicable Managing Falcon Agent. In performing its functions and duties hereunderhereunder and under the other Transaction Documents, each Managing the Falcon Agent shall will act solely as agent for the Lenders in members of the related Lender Falcon Group and does not assume nor shall will be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. No Managing The Falcon Agent shall will not be required to take any action that exposes it the Falcon Agent to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Managing the Falcon Agent hereunder shall will terminate at upon the indefeasible payment in full of all Aggregate Unpaids and termination of the ObligationsFinancial Institutions’ Liquidity Commitments.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank Xxxxx Xxxxx as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) [Reserved.] (c) Each Lender Secured Party hereby designates and appoints the Managing Agent for such Lender’s Lender Group Xxxxx Fargo as its Managing Collateral Agent hereunder, and authorizes such Managing the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Collateral 104 Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderSecured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Collateral Agent shall be read into this Agreement or otherwise exist for the applicable Managing Collateral Agent. In performing its functions and duties hereunder, each Managing the Collateral Agent shall act solely as agent for the Lenders in the related Lender Group Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Collateral Agent shall not be required to take any action that exposes it the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing the Collateral Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids.

Authorization and Action. (a) Each Secured Party Purchaser hereby ------------------------ designates and appoints KeyBank First Chicago to act as Administrative Agent hereunderits agent hereunder and under each other Transaction Document, and authorizes KeyBank to take such actions as agent on the Collateral Agent and its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such related Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Collateral Agent or such Managing Agents Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. No Neither the Collateral Agent nor any Managing Agent shall have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any LenderPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Collateral Agent or the Managing Agent Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for the applicable Collateral Agent or the Managing AgentAgents. In performing its their respective functions and duties hereunderhereunder and under the other Transaction Documents, (i) the Collateral Agent shall act solely as agent for the Purchasers, (ii) each Managing Agent shall act solely as agent for the Lenders Conduits and Financial Institutions in the related Lender Purchase Group and does not assume (iii) neither the Collateral Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party's successors or assigns. No Neither the Collateral Agent nor any Managing Agent shall be required to take any action that exposes it the Collateral Agent or the Managing Agents to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each the Collateral Agent and the Managing Agent Agents hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the ObligationsCollateral Agent and each Managing Agent, as applicable, to execute each of the Uniform Commercial Code financing statements, this Agreement and such other Transaction Documents as may require the Collateral Agent's or a Managing Agent's signature on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. (a) Each Secured Party of the Lenders and the Issuing Banks hereby designates and irrevocably appoints KeyBank the entity named as Administrative Agent hereunderin the heading of this Agreement and its successors to serve as administrative agent and collateral agent under the Loan Documents, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender or an Issuing Bank as any other Lender or Issuing Bank and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Holdings, the Borrower or any other Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. The Administrative Agent shall not have any duties or responsibilities, obligations except those expressly set forth hereinin the Loan Documents. Without limiting the generality of the foregoing, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of (a) the Administrative Agent shall not be read into this Agreement subject to any fiduciary or otherwise exist for the Administrative Agent. In performing its functions other implied duties, regardless of whether a Default has occurred and duties hereunderis continuing, (b) the Administrative Agent shall act solely not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as agent for directed in writing by the Secured Parties and does not assume nor Required Lenders (or such other number or percentage of the Lenders as shall be deemed necessary, or as the Administrative Agent shall believe in good faith to have assumed any obligation or relationship of trust or agency with or for be necessary, under the Borrower or any of its successors or assigns. The circumstances as provided in the Loan Documents), provided that the Administrative Agent shall not be required to take any action that exposes that, in its opinion, could expose the Administrative Agent to personal liability or be contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Event or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Event, and (c) 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 Holdings, the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is contrary communicated to this Agreement or Applicable Lawobtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The appointment Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or in the absence of its own gross negligence or wilful misconduct, as determined by a court of competent jurisdiction by a final and authority non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by Holdings, the Borrower, a Lender or an Issuing Bank, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent. Notwithstanding anything herein to the contrary, the Administrative Agent shall not have any liability arising from any confirmation of the Revolving Exposure or the component amounts thereof. The Administrative Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). The Administrative Agent also shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof), and may act upon any such statement prior to receipt of written confirmation thereof. The Administrative Agent may consult with legal counsel (who may be counsel for Holdings or the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of and all their duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent hereunder and any such sub-agent, and shall terminate at apply to their respective activities in connection with the indefeasible payment in full syndication of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent credit facilities provided for such Lender’s Lender Group herein as its Managing Agent hereunder, and authorizes such Managing Agent well as activities as Administrative Agent. Subject to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together paragraph, the Administrative Agent may resign at any time from its capacity as such. In connection with such powers resignation, the Administrative Agent shall give notice of its intent to resign to the Lenders, the Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as are reasonably incidental theretoAdministrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by Holdings and the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by Holdings, the Borrower and such successor. Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (a) above. Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent, the Arrangers or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arrangers or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender, by delivering its signature page to the Second Refinancing Facility Agreement and funding or continuing its Loans on the Second Refinancing Facility Agreement Effective Date, or delivering its signature page to an Assignment and Assumption or an Incremental Facility Agreement pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Original Effective Date, the First Refinancing Facility Agreement Effective Date or the Second Refinancing Facility Agreement Effective Date, as the case may be. No Managing Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Loan Document Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. 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 Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. In furtherance of the foregoing and not in limitation thereof, no Hedging Agreement, agreement with respect to cash management obligations or other agreement (other than the Loan Documents) the obligations under which constitute Obligations will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Hedging Agreement or other agreement shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. Notwithstanding anything herein to the contrary, neither the Arrangers nor any Person named on the cover page of this Agreement as a Syndication Agent or a Documentation Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into under this Agreement or otherwise exist any other Loan Document (except in its capacity, as applicable, as a Lender or an Issuing Bank), but all such Persons shall have the benefit of the indemnities provided for hereunder. The provisions of this Article are solely for the applicable Managing benefit of the Administrative Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in and the related Lender Group Issuing Banks, and does not assume nor shall be deemed to have assumed any obligation or relationship none of trust or agency with or for Holdings, the Borrower or any other Loan Party shall have any rights as a third party beneficiary of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to such provisions (other than the Borrower’s consultation right set forth in the sixth paragraph of this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the ObligationsArticle VIII).

Authorization and Action. (a) Each Lender and each Secured Party (other than the Administrative Agent) hereby designates and appoints KeyBank JPMorgan Chase Bank, N.A. (and JPMorgan Chase Bank, N.A. accepts such designation and appointment) as Administrative Agent hereunder, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsFacility Termination Date. (b) Each Lender hereby irrevocably designates and appoints the Managing related Agent as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender’s Lender Group as its Managing Agent hereunderXxxxxx, and authorizes such Managing Agent to take such actions as agent action on its behalf under the provisions of the Basic Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Managing Agents such Agent by the terms of this Agreement Agreement, together with such other powers as are reasonably incidental thereto. No Managing . (c) Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as an “Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for against the applicable Managing Administrative Agent or any Agent. In performing its functions and duties hereunder, each Managing . (d) The Administrative Agent shall act solely as agent promptly distribute to each Agent (if such Agent or the Lender in its Lender Group are not otherwise required to receive such notice), who shall promptly distribute to each related Lender (if such Lender is not otherwise required to receive such notice) all notices, requests for consent and other information received by the Administrative Agent under this Agreement that are not also delivered to the Lenders. (e) The Administrative Agent shall promptly notify all Lenders in writing of any proposed consent, waiver, approval, vote or other action taken or to be taken by the related Lender Group and does not assume nor Administrative Agent in such capacity under the Intercreditor Agreement (an “Intercreditor Action”) within one (1) Business Day of the Administrative Agent actually receiving notice thereof, which notice shall be deemed include all information delivered to have assumed the Administrative Agent in such capacity under the Intercreditor Agreement. Notwithstanding any obligation or relationship of trust or agency with or for provision to the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to in this Agreement or Applicable Law. The appointment and authority of each Managing in any other Basic Document, all Intercreditor Actions shall be exercised by the Administrative Agent hereunder shall terminate in such capacity solely at the indefeasible payment in full written direction of the ObligationsRequired Lenders. For the avoidance of doubt, 160 the terms set forth in this Section 11.01(e) shall not be applicable to any other capacity in which JPMorgan Chase Bank, N.A. may serve under the Intercreditor Agreement (other than as Administrative Agent for the Secured Parties hereunder), including any action to be taken by JPMorgan Chase Bank, N.A. in such other capacity under the Intercreditor Agreement.

Authorization and Action. (a) Each Secured Party (other than the Bank Parties, and the Bank Parties hereby acknowledge such designation and appointment) hereby designates and appoints KeyBank as Administrative Agent hereunder, and authorizes KeyBank to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such LenderXxxxxx’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Secured Party of the Beneficiaries hereby designates and appoints KeyBank EGI-ARC to act as Administrative Agent its collateral agent hereunder, and authorizes KeyBank the Collateral Agent to take such actions as agent on its such Beneficiary's behalf and to exercise such powers as are delegated to the Administrative Collateral Agent by the terms of this Stockholders' Pledge Agreement together with such powers as are reasonably incidental thereto. The Administrative Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Partyof the Beneficiaries, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Collateral Agent shall be read into this Stockholders' Pledge Agreement or otherwise exist for the Administrative Collateral Agent. In performing its functions and duties hereunder, the Administrative Collateral Agent shall act solely in its own behalf as a Beneficiary and as agent for the Secured Parties Beneficiaries and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Pledgor or any of its the Pledgors' successors or assigns. The Administrative Collateral Agent shall not be required to take any action that which exposes the Administrative Collateral Agent to personal liability or that which is contrary to this Agreement Stockholders' Pledge Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of the Administrative Collateral Agent hereunder shall terminate at upon the indefeasible payment in full of all Obligations or the Obligations. (b) termination of this Stockholders' Pledge Agreement, whichever shall first occur. Each Lender of the Beneficiaries hereby designates and appoints authorizes the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Collateral Agent to take such actions as agent execute each of the UCC financing statements on its behalf and to exercise such powers as are delegated to of each of the Managing Agents by Beneficiaries (the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent which shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities be binding on the part each of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the ObligationsBeneficiaries).

Authorization and Action. (a) Each Lender and each Secured Party (other than the Administrative Agent) hereby designates and appoints KeyBank BMO Capital Markets Corp. (and BMO Capital Markets Corp. accepts such designation and appointment) as Administrative Agent hereunder, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsFacility Termination Date. (b) Each Lender hereby irrevocably designates and appoints the Managing related Agent as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender’s Lender Group as its Managing Agent hereunderLxxxxx, and authorizes such Managing Agent to take such actions as agent action on its behalf under the provisions of the Basic Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Managing Agents such Agent by the terms of this Agreement Agreement, together with such other powers as are reasonably incidental thereto. No Managing . (c) Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as an “Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for against the applicable Managing Administrative Agent or any Agent. In performing its functions and duties hereunder, each Managing . (d) The Administrative Agent shall act solely as agent promptly distribute to each Agent (if such Agent or the Lender in its Lender Group are not otherwise required to receive such notice), who shall promptly distribute to each related Lender (if such Lender is not otherwise required to receive such notice) all notices, requests for consent and other information received by the Administrative Agent under this Agreement that are not also delivered to the Lenders. (e) The Administrative Agent shall promptly notify all Lenders in writing of any proposed consent, waiver, approval, vote or other action taken or to be taken by the related Lender Group and does not assume nor Administrative Agent in such capacity under the Intercreditor Agreement (an “Intercreditor Action”) within one (1) Business Day of the Administrative Agent actually receiving notice thereof, which notice shall be deemed include all information delivered to have assumed the Administrative Agent in such capacity under the Intercreditor Agreement. Notwithstanding any obligation or relationship of trust or agency with or for provision to the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to in this Agreement or Applicable Law. The appointment and authority of each Managing in any other Basic Document, all Intercreditor Actions shall be exercised by the Administrative Agent hereunder shall terminate in such capacity solely at the indefeasible payment in full written direction of the ObligationsRequired Lenders. For the avoidance of doubt, the terms set forth in this Section 12.01(e) shall not be applicable to any other capacity in which BMO Capital Markets Corp. may serve under the Intercreditor Agreement (other than as Administrative Agent for the Secured Parties hereunder), including any action to be taken by BMO Capital Markets Corp. in such other capacity under the Intercreditor Agreement.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank WCM as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) Each Lender VFCC Investor hereby designates and appoints the Managing Agent for such Lender’s Lender Group Wachovia Bank as its Managing Liquidity Agent hereunder, and authorizes such Managing Liquidity Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Liquidity Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Liquidity Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderInvestor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Liquidity Agent shall be read into this Agreement or otherwise exist for the applicable Managing Liquidity Agent. In performing its functions and duties hereunder, each Managing Agent Wachovia Bank shall act solely as agent for the Lenders in the related Lender Group VFCC Investors and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Liquidity Agent shall not be required to take any action that exposes it the Liquidity Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing the Liquidity Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (c) Each PARCO Investor hereby designates and appoints JPMorgan as Liquidity Agent hereunder, and authorizes such Liquidity Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Liquidity Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Liquidity Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Liquidity Agent shall be read into this Agreement or otherwise exist for the Liquidity Agent. In performing its functions and duties hereunder, JPMorgan shall act solely as agent for the PARCO Investors and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Liquidity Agent shall not be required to take any action that exposes the Liquidity Agent to personal liability or that is contrary to this

Authorization and Action. (a) Each Effective as of the Effective Date, each Lender and each Secured Party (other than the Administrative Agent) hereby designates and appoints KeyBank Xxxxx Fargo Securities (and Xxxxx Fargo Securities accepts such designation and appointment) as Administrative Agent hereunder, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsFacility Termination Date. (b) Each Lender hereby irrevocably designates and appoints the Managing Administrative Agent as its agent under this Agreement, and each such Lender irrevocably authorizes the Administrative Agent, as the agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent action on its behalf under the provisions of the Basic Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Managing Agents Administrative Agent by the terms of this Agreement Agreement, together with such other powers as are reasonably incidental thereto. No Managing . (c) Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist against the Administrative Agent. (d) The Administrative Agent shall promptly distribute to each Lender all notices, requests for consent and other information received by the applicable Managing Agent. In performing its functions and duties hereunderAdministrative Agent under this Agreement that are not also delivered to the Lenders. (e) The Administrative Agent consents to the Regional Management Entities entering into this Agreement, each Managing Agent shall act solely First Tier Purchase Agreement, the Second Tier Purchase Agreement and each Subservicing Agreement, as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligationsapplicable.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank KEF as Administrative Agent hereunder, and authorizes KeyBank KEF to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto; provided, however, that the Administrative Agent may not execute any document in the name of, or which imposes any direct obligation on, any Lender. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby authorizes the Administrative Agent to execute and deliver amendments dated as of the Effective Date to each of the following documents: (i) the Purchase Agreement, (ii) the Custody Agreement, (iii) the Backup Servicing Agreement, (iv) the Deposit Account Control Agreement for the Collection Account and (v) the Performance Guaranty. (c) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto; provided, however, that the applicable Managing Agent may not execute any document in the name of, or which imposes any direct obligation on, RFC. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Lender and each Secured Party (other than the Administrative Agent) hereby designates and appoints KeyBank JPMorgan Chase Bank, N.A. (and JPMorgan Chase Bank, N.A. accepts such designation and appointment) as Administrative Agent hereunderxxxxxxxxx, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsFacility Termination Date. (b) Each Lender hereby irrevocably designates and appoints the Managing related Agent as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender’s Lender Group as its Managing Agent hereunderXxxxxx, and authorizes such Managing Agent to take such actions as agent action on its behalf under the provisions of the Basic Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Managing Agents such Agent by the terms of this Agreement Agreement, together with such other powers as are reasonably incidental thereto. No Managing . (c) Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as an “Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for against the applicable Managing Administrative Agent or any Agent. In performing its functions and duties hereunder, each Managing . (d) The Administrative Agent shall act solely as agent promptly distribute to each Agent (if such Agent or the Lender in its Lender Group are not otherwise required to receive such notice), who shall promptly distribute to each related Lender (if such Lender is not otherwise required to receive such notice) all notices, requests for consent and other information received by the Administrative Agent under this Agreement that are not also delivered to the Lenders. (e) The Administrative Agent shall promptly notify all Lenders in writing of any proposed consent, waiver, approval, vote or other action taken or to be taken by the related Lender Group and does not assume nor Administrative Agent in such capacity under the Intercreditor Agreement (an “Intercreditor Action”) within one (1) Business Day of the Administrative Agent actually receiving notice thereof, which notice shall be deemed include all information delivered to have assumed the Administrative Agent in such capacity under the Intercreditor Agreement. Notwithstanding any obligation or relationship of trust or agency with or for provision to the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to in this Agreement or Applicable Law. The appointment and authority of each Managing in any other Basic Document, all Intercreditor Actions shall be exercised by the Administrative Agent hereunder shall terminate in such capacity solely at the indefeasible payment in full written direction of the ObligationsRequired Lenders. For the avoidance of doubt, LEGAL02/4049656702/41783784v137 LEGAL02/40496567v15 LEGAL02/41254404v5 LEGAL02/42659188v3 the terms set forth in this Section 11.01(e) shall not be applicable to any other capacity in which JPMorgan Chase Bank, N.A. may serve under the Intercreditor Agreement (other than as Administrative Agent for the Secured Parties hereunder), including any action to be taken by JPMorgan Chase Bank, N.A. in such other capacity under the Intercreditor Agreement.

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch to act as its Administrative Agent hereunderhereunder and under each other Transaction Document, and authorizes KeyBank the Administrative Agent to take such actions as agent Administrative Agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyPurchaser or Co-Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative Agent. In performing its functions and duties hereunderhereunder and under the other Transaction Documents, the Administrative Agent shall act solely as agent Administrative Agent for the Secured Parties Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of the Administrative Agent hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids and termination of the ObligationsCommitments. (b) [Reserved] (c) [Reserved] (d) Each Lender of Victory and the Victory Liquidity Banks hereby designates and appoints BTMU to act as the Managing Victory Agent for such Lender’s Lender Group as its Managing Agent hereunderhereunder and under each other Transaction Document, and authorizes such Managing Co-Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents such Co-Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. (e) No Co-Agent shall have any duties or responsibilities to any Person that is not a member of its Group. No Managing Co-Agent shall have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any LenderPurchaser, any other Co-Agent, or the Administrative Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing any Co-Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the applicable Managing any Co-Agent. In performing its functions and duties hereunderhereunder and under the other Transaction Documents, each Managing Co-Agent shall act solely as agent for the Lenders Purchasers in the related Lender its Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Purchaser in the Borrower other Group or any Seller Party or any of its successors or assigns. No Managing Co-Agent shall be required to take any action that which exposes it such Co-Agent to personal liability or that which is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Managing Agent the Co-Agents hereunder shall terminate at upon the indefeasible payment in full of the Obligationsall Aggregate Unpaids.

Authorization and Action. (a) Each Secured Party Lender, respectively, hereby designates and appoints KeyBank its applicable Lender Agent to act as Administrative Agent hereunderits agent hereunder and under each other Transaction Document, and authorizes KeyBank such Lender Agent to take such actions as agent on its USActive 57833767.7 behalf and to exercise such powers as are delegated to the Administrative such Lender Agent by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. The Administrative No Lender Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured Partyits related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative such Lender Agent. In performing its functions and duties hereunderhereunder and under the other Transaction Documents, the Administrative each Lender Agent shall act solely as agent for the Secured Parties its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of its the Borrower’s or the Servicer’s successors or assigns. The Administrative No Lender Agent shall not be required to take any action that exposes the Administrative such Lender Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunderAgreement, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement other Transaction Document or Applicable Law. The appointment and authority of each Managing Lender Agent hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each Lender Agent hereby authorizes the ObligationsAdministrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent).

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank (i) JPMorgan to act as Administrative its Agent hereunderhereunder and under each other Transaction Document, and (ii) the Managing Agent in its Purchase Group to act as its Managing Agent hereunder and under each other Transaction Document, and authorizes KeyBank the Agent and such Purchaser’s Managing Agent, as the case may be, to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or such Managing Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Neither the Agent nor the Managing Agents shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative AgentAgent or the Managing Agents. In performing its their functions and duties hereunderhereunder and under the other Transaction Documents, (i) the Administrative Agent shall act solely as agent for the Secured Parties Purchasers, (ii) each Managing Agent shall act solely as managing agent for the Conduit Purchasers and does not assume Committed Purchasers in its Purchase Group, and (iii) neither the Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. The Administrative Neither the Agent shall not be required to take nor any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it the Agent or such Managing Agent to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each the Agent and the Managing Agent Agents hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the ObligationsAgent to file each of the Uniform Commercial Code financing statements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank Fifth Third as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto; provided, that the Deal Agent shall not have the power or authority to sign any document in the name of RFC. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) Each Lender Investor hereby designates and appoints the Managing Person identified as such on the signature pages hereto or in its Joinder, as Liquidity Agent hereunder for such LenderInvestor’s Lender Group as its Managing Agent hereunderPurchaser Group, and authorizes such Managing Liquidity Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Liquidity Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing ; provided, that the Liquidity Agent shall not have the power or authority to sign any document in the name of RFC. The Liquidity Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderInvestor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Liquidity Agent shall be read into this Agreement or otherwise exist for the applicable Managing Liquidity Agent. In performing its functions and duties hereunder, each Managing Liquidity Agent shall act solely as agent for the Lenders Investors in its Purchaser Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns or any other Investor or Purchaser Group. The Liquidity Agent shall not be required to take any action that exposes the Liquidity Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Liquidity Agent hereunder shall terminate upon the indefeasible payment in full of the Aggregate Unpaids. (c) Each Secured Party hereby designates and appoints Fifth Third as Collateral Agent hereunder, and authorizes the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto; provided, that the Collateral Agent shall not have the power or authority to sign any document in the related Lender Group name of RFC. The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Collateral Agent shall be read into this Agreement or otherwise exist for the Collateral Agent. In performing its functions and duties hereunder, the Collateral Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Collateral Agent shall not be required to take any action that exposes it the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing the Collateral Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids.

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank Xxxxx to act as Administrative Agent hereunderits administrative agent hereunder and under each other Transaction Document, and authorizes KeyBank the Administrative Agent to take such actions as agent Administrative Agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Each member of the Xxxxxxxx Group hereby designates and appoints the Xxxxxxxx Group Agent to act as its managing agent hereunder, and authorizes the Xxxxxxxx Group Agent to take such actions as managing agent on its behalf and to exercise such powers as are delegated to such managing agent by the terms of this Agreement, together with such powers as are reasonably incidental thereto. Each of Xxxxx and Fifth Third hereby designates and appoints itself to act as its managing agent hereunder, and authorizes itself to take such actions as managing agent on its behalf and to exercise such powers as are delegated to such managing agent by the terms of this Agreement, together with such powers as are reasonably incidental thereto. Each of the Agents hereby agrees to deliver a copy of each notice, certificate or report received by it from the Seller Parties to the applicable Purchasers promptly after receipt thereof. The Administrative Agent Agents shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of any of the Administrative Agent Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for any of the Administrative AgentAgents. In performing its functions and duties hereunderhereunder and under the other Transaction Documents, the Administrative Agent shall act solely as agent for the Secured Parties Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment , and authority each of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender its Purchaser Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any Seller Party, any of its such Seller Party’s successors or assigns, or any other Purchaser. No Managing Agent None of the Agents shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Managing Agent the Agents hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each of the ObligationsPurchasers hereby authorizes the Administrative Agent to file UCC financing statements and execute the Blocked Account Agreement on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank BMO Capital Markets as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsCollection Date. (b) Each Lender Secured Party hereby designates and appoints the Managing BMO as Collateral Agent for such Lender’s Lender Group as its Managing Agent hereunderxxxxxxxxx, and authorizes such Managing the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderSecured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Collateral Agent shall be read into this Agreement or otherwise exist for the applicable Managing Collateral Agent. In performing its functions and duties hereunder, each Managing the Collateral Agent shall act solely as agent for the Lenders in the related Lender Group Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Collateral Agent shall not be required to take any action that exposes it the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Collateral Agent shall not be liable with respect to any action it takes or omits to take in accordance with a direction received by it in accordance with the terms of this Agreement and the other Transaction Documents. The appointment and authority of each Managing the Collateral Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsCollection Date.

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank its applicable Purchaser Agent to act as Administrative Agent hereunderits agent hereunder and under each other Transaction Document, and authorizes KeyBank such Purchaser Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative such Purchaser Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Each Purchaser Agent hereby represents that, as of the later of the Effective Date or the date such Purchaser Agent becomes a party hereto, its short-term unsecured debt rating is not less than “P-1” by Moody’s (provided, that, if the short-term unsecured debt rating of any entity has been placed on watch by Moody’s for possible downgrade, such short-term unsecured debt rating shall be deemed to have been downgraded by one rating subcategory). Such Purchaser Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured Partyits related Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative such Purchaser Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative such Purchaser Agent. In performing its functions and duties hereunderhereunder and under the other Transaction Documents, the Administrative such Purchaser Agent shall act solely as agent for the Secured Parties its related Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller, the Depositor, the Originator or the Servicer or any of its the Seller’s, the Depositor’s, the Originator’s or the Servicer’s successors or assigns. The Administrative Such Purchaser Agent shall not be required to take any action that exposes the Administrative such Purchaser Agent to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Law. The appointment and authority of the Administrative such Purchaser Agent hereunder shall terminate at upon the indefeasible payment in full of the Obligationsall Aggregate Unpaids. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. Each of the Deal Agent and each ------------------------- Lender and Managing Agent (acollectively with their respective successors and assigns, the "Secured Creditors") Each Secured Party hereby designates and appoints KeyBank Fleet as Administrative Agent hereunder------------------ "Collateral Agent" under this Credit Agreement, the Collateral Agency Agreement and each of the other Facility Documents, and authorizes KeyBank the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Collateral Agent by the terms of this Agreement the Facility Documents, together with such powers as are reasonably incidental thereto. To the extent that any provision contained in this Article XIII conflicts with any provision ------------ contained in the Collateral Agency Agreement, the Collateral Agency Agreement shall control. The Administrative Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinin the Facility Documents. In addition, or the Collateral Agent shall not have any fiduciary relationship with any Secured PartyPerson, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Collateral Agent shall be read into this Agreement the Facility Documents or otherwise exist for the Administrative Collateral Agent. The provisions of this Article XIII govern the relationship between the Collateral ------------ Agent and the Secured Creditors and are solely for the benefit of the Collateral Agent and the Secured Creditors, and none of the Borrower, the Servicer, FAC or FCI (collectively, the "Other Parties") shall have any rights as a third-party ------------- beneficiary or otherwise under any of the provisions of this Article XIII. In ------------ performing its functions and duties hereunderunder the Facility Documents, the Administrative Collateral Agent shall act solely as agent for the Secured Parties Creditors and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any of the Borrower Other Parties or any of its their respective successors or assigns. The Administrative Collateral Agent shall not be required to take any action that which exposes the Administrative Collateral Agent to personal liability or that which is contrary to this Agreement the terms of any of the Facility Documents or Applicable Lawapplicable law. The appointment and authority of the Administrative Collateral Agent hereunder under the Facility Documents shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the ObligationsCollection Date.

Authorization and Action. (a) Each Secured Party (other than the Bank Parties, and the Bank Parties hereby acknowledge such designation and appointment) hereby designates and appoints KeyBank as Administrative Agent hereunder, and authorizes KeyBank to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders ​ in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank WFS as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) Each Lender VFCC Investor hereby designates and appoints the Managing Agent for such Lender’s Lender Group Wxxxx Fargo Bank, National Association as its Managing Liquidity Agent hereunder, and authorizes such Managing Liquidity Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Liquidity Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Liquidity Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderInvestor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Liquidity Agent shall be read into this Agreement or otherwise exist for the applicable Managing Liquidity Agent. In performing its functions and duties hereunder, each Managing Agent Wxxxx Fargo Bank, National Association shall act solely as agent for the Lenders in the related Lender Group VFCC Investors and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Liquidity Agent shall not be required to take any action that exposes it the Liquidity Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing the Liquidity Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (c) [Reserved.] (d) Each Secured Party hereby designates and appoints Wxxxx Fargo as Collateral Agent hereunder, and authorizes the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Collateral Agent shall be read into this Agreement or otherwise exist for the Collateral Agent. In performing its functions and duties hereunder, the Collateral Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Collateral Agent shall not be required to take any action that exposes the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Collateral Agent hereunder shall terminate upon the indefeasible payment in full of the Aggregate Unpaids.

Authorization and Action. (a) Each Secured Party Investor hereby designates and appoints KeyBank FSI to act as Administrative Deal Agent hereunderhereunder and under each other Transaction Document, and authorizes KeyBank the Deal Agent and such Investor's related Managing Agent to take such actions as agent Deal Agent or Managing Agent, as the case may be, on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent or such Managing Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Neither the Deal Agent nor any Managing Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyInvestor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative AgentDeal Agent or the Managing Agents. In performing its their respective functions and duties hereunderhereunder and under the other Transaction Documents, (i) the Administrative Deal Agent shall act solely as agent for the Secured Parties Investors, (ii) each Managing Agent shall act solely as agent for the Conduit Investors and does not assume Alternate Investors in the related Investor Group and (iii) neither the Deal Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party's successors or assigns. The Administrative Neither the Deal Agent shall not be required to take nor any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it the Deal Agent or the Managing Agents to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each the Deal Agent and the Managing Agent Agents hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each Investor hereby authorizes the ObligationsDeal Agent and the Managing Agent for its Investor Group, as applicable, to execute each of the Uniform Commercial Code financing statements, this Agreement and such other Transaction Documents as may require the Deal Agent's or such Managing Agent's signature on behalf of such Investor (the terms of which shall be binding on such Investor).

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank Bank One to act as Administrative Agent hereunderhereunder and under each other Transaction Document, and authorizes KeyBank the Agent and such Purchaser's related Managing Agent to take such actions as agent Agent or Managing Agent, as the case may be, on its behalf and to exercise such powers as are delegated to the Administrative Agent or such Managing Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Neither the Agent nor any Managing Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative AgentAgent or the Managing Agents. In performing its their respective functions and duties hereunderhereunder and under the other Transaction Documents, (i) the Administrative Agent shall act solely as agent for the Secured Parties Purchasers, (ii) each Managing Agent shall act solely as agent for the Conduits and does not assume Financial Institutions in the related Purchase Group and (iii) neither the Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party's successors or assigns. The Administrative Neither the Agent shall not be required to take nor any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it the Agent or the Managing Agents to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each the Agent and the Managing Agent Agents hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the ObligationsAgent and the Managing Agent for its Purchase Group, as applicable, to execute each of the Uniform Commercial Code financing statements, this Agreement and such other Transaction Documents as may require the Agent's or such Managing Agent's signature on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. (a) Each Secured Party Facility Agent and each Lender hereby designates and appoints KeyBank Rabobank as Administrative Agent hereunder, and Collateral Agent hereunder and under the other Transaction Documents and authorizes KeyBank such Agent to take such actions action as agent on its behalf and to exercise such powers as are delegated to the Administrative such Agent by the terms of this Agreement hereof and thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on When requested to do so by the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunderMajority Facility Agents, the Administrative Agent and the Collateral Agent shall act solely take such action or refrain from taking such action as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation Majority Facility Agents direct under or relationship of trust or agency in connection with or for on any matter relating to the Borrower Borrower, the Reynxxxx Xxxties, this Agreement and all other Transaction Documents. In the event of a conflict between a determination or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes calculation made by the Administrative Agent to personal liability or that is contrary to this Agreement the Collateral Agent and a determination or Applicable Law. The appointment and authority calculation made by any Lender or the Facility Agents, the determination or calculation of the Administrative Agent hereunder Majority Facility Agents shall terminate at the indefeasible payment in full of the Obligationscontrol. (b) Each Committed Lender in each initial Lender Group hereby designates appoints itself as the Facility Agent for its Lender Group hereunder and appoints under the Managing other Transaction Documents. The Facility Agent for any other Lender Group shall be appointed by the Conduit Lender in such Lender Group, if any, and otherwise by Committed Lenders holding a majority of the Commitments of Lenders in such Lender Group, and the other Lenders in each such Lender Group shall accept such appointment, in each case by their respective execution and delivery of an Assignment and Assumption Agreement forming such Lender Group. Each Lender in each Lender Group hereby authorizes the Facility Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions action as agent on its behalf and to exercise such powers as are delegated to the Managing Agents such Facility Agent by the terms of this Agreement hereof and thereof, together with such powers as are reasonably incidental thereto. No Managing Neither the Administrative Agent, the Collateral Agent shall have nor any duties or responsibilitiesFacility Agent (each, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing an “Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent ”) shall be required to take any action that which exposes it to personal liability or that which is contrary to this Agreement applicable Law unless such Agent shall receive further assurances to its satisfaction from the Lenders of the indemnification obligations under Section 8.05 hereof against any and all liability and expense which may be incurred in taking or Applicable Lawcontinuing to take such action. The appointment Administrative Agent agrees to give to the Collateral Agent and authority each Facility Agent and each Lender prompt notice of each Managing notice, financial statement, report and determination given to it by the Borrower, NZGT, any Reynxxxx Xxxty (including the NZ Manager), any Lockbox Bank, or any bank holding any Collection Account or by it to the Borrower, any Reynxxxx Xxxty, any Lockbox Bank, or any bank holding any Collection Account or Concentration Account, pursuant to the terms of this Agreement. Each Facility Agent hereunder agrees to give the Administrative Agent, the Collateral Agent and the Lenders in its Lender Group prompt notice of each notice, financial statement, report and determination given to it by the Borrower, any Reynxxxx Xxxty, any Lockbox Bank, or any bank holding any Collection Account or by it to the Borrower, any Reynxxxx Xxxty, any Lockbox Bank, or any bank holding a Collection Account or Concentration Account, pursuant to the terms of this Agreement. Notwithstanding the foregoing, no Agent shall terminate at the indefeasible payment in full be deemed to have knowledge or notice of the Obligationsoccurrence of any Termination Event unless such Agent has received notice from a Conduit Lender, Committed Lender, any other Facility Agent, the Borrower, any Subservicer, the Master Servicer or the NZ Manager referring to this Agreement, describing such Termination Event and stating that such notice is a “notice of a Termination Event.”

Authorization and Action. (a) Each Secured Party Buyer hereby designates and appoints KeyBank Mellon Bank to act as Administrative Agent hereunderhereunder and under each other Purchase Document, and authorizes KeyBank the Administrative Agent to take such actions as agent the Administrative Agent, on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the other Purchase Documents together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein or in any fiduciary relationship with any Secured Partyother Purchase Document, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Purchase Document or otherwise exist for the Administrative Agent. In performing its functions and duties hereunderhereunder and under the other Purchase Documents, (i) the Administrative Agent shall act solely as agent for the Secured Parties Managing Agents and does the Buyers, and (ii) the Administrative Agent shall not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller or the Servicer or any of its their successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement Agreement, any other Purchase Document or Applicable Lawapplicable law. The appointment and authority of each Managing the Administrative Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Net Investment and the payment of all other obligations under this Agreement and the Expiration Date has occurred. The Administrative Agent will consult with each Managing Agent and each Buyer with respect to any notices that may be given, or any determinations that may be made, or any other actions that may be taken by the Administrative Agent in accordance with the provisions hereof, and the Administrative Agent shall in all cases act or refrain from acting in accordance with the joint instructions of the Managing Agents and the Buyers as required pursuant to the terms of this Agreement, except as otherwise expressly provided in this Article XI and this Agreement. In addition, the Administrative Agent hereby agrees to forward to a Buyer and its related Managing Agent all reports, notices and other information received from the Seller or the Servicer in accordance with the provisions of this Agreement to the extent there is no indication that such report, notice or information was sent directly to such Buyer and its related Managing Agent, unless such report, notice or information relates solely to TRFCO in the case of Liberty or Liberty in the case of TRFCO.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank the Deal Agent as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that which exposes the Administrative Deal Agent to personal liability or that which is contrary to this Agreement or Applicable Requirements of Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) Each Lender Investor hereby designates and appoints the Managing Agent for such Lender’s Lender Group First Union as its Managing Liquidity Agent hereunder, and authorizes such Managing the Liquidity Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Liquidity Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Liquidity Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderInvestor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Liquidity Agent shall be read into this Agreement or otherwise exist for the applicable Managing Liquidity Agent. In performing its functions and duties hereunder, each Managing the Liquidity Agent shall act solely as agent for the Lenders in the related Lender Group Investors and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller or any of its successors or assigns. No Managing The Liquidity Agent shall not be required to take any action that which exposes it the Liquidity Agent to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.or

Authorization and Action. (a) Each Secured Party Buyer hereby designates and appoints KeyBank Scotia to act as Administrative Agent hereunderhereunder and under each other Purchase Document, and authorizes KeyBank the Administrative Agent to take such actions as agent the Administrative Agent, on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the other Purchase Documents together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, herein or in any fiduciary relationship with any Secured Partyother Purchase Document, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Purchase Document or otherwise exist for the Administrative Agent. In performing its functions and duties hereunderhereunder and under the other Purchase Documents, (i) the Administrative Agent shall act solely as agent for the Secured Parties Managing Agents and does the Buyers, and (ii) the Administrative Agent shall not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller or the Servicer or any of its their successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement Agreement, any other Purchase Document or Applicable applicable Law. The appointment and authority of each Managing the Administrative Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Net Investment and the payment of all other obligations under this Agreement and the Expiration Date has occurred. The Administrative Agent will consult with each Managing Agent and each Buyer with respect to any notices that may be given, or any determinations that may be made, or any other actions that may be taken by the Administrative Agent in accordance with the provisions hereof, and the Administrative Agent shall in all cases act or refrain from acting in accordance with the joint instructions of the Managing Agents and the Buyers as required pursuant to the terms of this Agreement, except as otherwise expressly provided in this Article XI and this Agreement. In addition, the Administrative Agent hereby agrees to forward to a Buyer and its related Managing Agent all reports, notices and other information received from the Seller or the Servicer in accordance with the provisions of this Agreement to the extent there is no indication that such report, notice or information was sent directly to such Buyer and its related Managing Agent, unless such report, notice or information relates solely to Gotham in the case of Liberty or Liberty in the case of Gotham.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank Xxxxx Fargo Bank, National Association as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto; provided, however, that the Collateral Agent shall have no liability with respect to such appointment. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) Each Lender Secured Party (other than the Collateral Agent) hereby designates and appoints the Managing Agent for such Lender’s Lender Group Computershare as its Managing Collateral Agent hereunder, and authorizes such Managing the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderSecured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Collateral Agent shall be read into this Agreement or otherwise exist for the applicable Managing AgentCollateral Agent (including any implied duty to enforce another party’s obligations if the Transaction Documents have not assigned such responsibility to a particular party). In performing its functions and duties hereunder, each Managing the Collateral Agent shall act solely as agent for the Lenders in the related Lender Group Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Collateral Agent shall not be required to take any action that exposes it the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Collateral Agent shall not be liable with respect to any action it takes or omits to take in accordance with a direction received by it in accordance with the terms of this Agreement and the other Transaction Documents. The appointment and authority of each Managing the Collateral Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids.

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank (i) JPMorgan to act as Administrative Agent hereunderits agent hereunder and under each other Transaction Document, and (ii) the Managing Agent in its Purchaser Group to act as its agent hereunder and under each other Transaction Document, authorizes KeyBank the Agent and such Purchaser’s Managing Agent, as the case may be, to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or such Managing Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Neither the Agent nor the Managing Agents shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative AgentAgent or the Managing Agents. In performing its functions and duties hereunderhereunder and under the other Transaction Documents, (x) the Administrative Agent shall act solely as agent for the Secured Parties Purchasers, (ii) each Managing Agent shall act solely as agent for the Conduit and does not assume Financial Institutions in its Purchaser Group, and (iii) neither the Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. The Administrative Neither the Agent shall not be required to take nor any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it the Agent or such Managing Agent to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each the Agent and the Managing Agent Agents hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the ObligationsAgent to file each of the Uniform Commercial Code financing statements and to execute the Collection Account Agreements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. (a) Each Lender and each Secured Party (other than the Administrative Agent) hereby designates and appoints KeyBank Credit Suisse AG, New York Branch (and Credit Suisse AG, New York Branch accepts such designation and appointment) as Administrative Agent hereunder, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsFacility Termination Date. (b) Each Lender hereby irrevocably designates and appoints the Managing related Agent as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent action on its behalf under the provisions of the Basic Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Managing Agents such Agent by the terms of this Agreement Agreement, together with such other powers as are reasonably incidental thereto. No Managing . (c) Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as an “Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for against the applicable Managing Administrative Agent or any Agent. In performing its functions and duties hereunder, each Managing . (d) The Administrative Agent shall act solely as agent promptly distribute to each Agent (if such Agent or the Lender in its Lender Group are not otherwise required to receive such notice), who shall promptly distribute to each related Lender (if such Lender is not otherwise required to receive such notice) all notices, requests for consent and other information received by the Administrative Agent under this Agreement that are not also delivered to the Lenders. (e) The Administrative Agent shall promptly notify all Lenders in writing of any proposed consent, waiver, approval, vote or other action taken or to be taken by the related Lender Group and does not assume nor Administrative Agent in such capacity under the Intercreditor Agreement (an “Intercreditor Action”) within one (1) Business Day of the Administrative Agent actually receiving notice thereof, which notice shall be deemed include all information delivered to have assumed the Administrative Agent in such capacity under the Intercreditor Agreement. Notwithstanding any obligation or relationship of trust or agency with or for provision to the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to in this Agreement or Applicable Law. The appointment and authority of each Managing in any other Basic Document, all Intercreditor Actions shall be exercised by the Administrative Agent hereunder shall terminate in such capacity solely at the indefeasible payment in full written direction of the ObligationsRequired Lenders. For the avoidance of doubt, the terms set forth in this Section 12.01(e) shall not be applicable to any other capacity in which Credit Suisse AG, New York Branch may serve under the Intercreditor Agreement (other than as Administrative Agent for the Secured Parties hereunder), including any action to be taken by Credit Suisse AG, New York Branch in such other capacity under the Intercreditor Agreement.

Authorization and Action. Each Purchaser hereby (ai) Each Secured Party hereby designates and appoints KeyBank JPMC to act as its administrative agent hereunder and under each other Transaction Document, (ii) designates and appoints its related Managing Agent as its managing agent, and (iii) authorizes the Administrative Agent hereunder, and authorizes KeyBank such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Managing Agent, as applicable, by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Neither the Administrative Agent nor any Managing Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or nor any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent or any Managing Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative Agent or any Managing Agent. In performing its functions and duties hereunderhereunder and under the other Transaction Documents, the Administrative Agent and each Managing Agent shall act solely as agent for the Secured Parties Purchasers designating such agent and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes Neither the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have nor any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it the such Person to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each the Administrative Agent and the Managing Agent Agents hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the ObligationsAdministrative Agent to execute each of the UCC financing statements, the Intercreditor Agreement and such other Transaction Documents as may require the Administrative Agent’s signature on behalf of such Purchaser (the terms of which shall be binding on such Purchaser). Each Purchaser hereby authorizes its related Managing Agent to execute the Fee Letter on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. (a) Each Secured Party Lender and each Managing Agent hereby designates and appoints KeyBank Credit Suisse AG, New York Branch, as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender or Managing Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Deal Agent shall be read into this Agreement or otherwise exist for the Deal Agent. In performing its functions and duties hereunder, the Deal Agent shall act solely as agent for the Lenders and the Managing Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Deal Agent shall not be required to take any action that exposes the Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Deal Agent hereunder shall terminate on the Collection Date. (a) Each Lender in a Lender Group hereby designates and appoints its designated Managing Agent as a Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Managing Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Managing Agent shall be read into this Agreement or otherwise exist for the Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in its Lender Group and does not assume nor shall it be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes the Managing Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate on the Collection Date. (b) Each Secured Party (other than the Collateral Agent) hereby designates and appoints Xxxxx Fargo as Collateral Agent hereunder, and authorizes the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any other Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Collateral Agent shall be read into this Agreement or otherwise exist for the Administrative Collateral Agent. In performing its functions and duties hereunder, the Administrative Collateral Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Collateral Agent shall not be required to take any action that exposes the Administrative Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Collateral Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent not be liable with respect to any action it takes or omits to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents in accordance with a direction received by it in accordance with the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Lawother Transaction Documents. The appointment and authority of each Managing the Collateral Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsCollection Date.

Authorization and Action. (a) Each Secured Party Purchaser and each Managing Agent hereby designates and appoints KeyBank MBIA to act as Administrative the Collateral Agent hereunderhereunder and under each other Facility Document, and authorizes KeyBank the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent thereto by the terms of this Receivables Purchase Agreement and the other Facility Documents together with such powers as are reasonably incidental thereto. The Administrative Collateral Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Facility Document, or any fiduciary relationship with any Secured PartyPurchaser, any Managing Agent, ING or any Liquidity Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Collateral Agent shall be read into this Agreement any Facility Document or otherwise exist for the Administrative Collateral Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender Purchaser hereby designates and appoints the Managing Agent for in its Purchaser Group to act on such LenderPurchaser’s Lender Group behalf as its Managing Agent hereunderhereunder and under each other Facility Document, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Receivables Purchase Agreement and the other Facility Documents together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth hereinherein or in any other Facility Document, or any fiduciary relationship with any LenderPurchaser or any Liquidity Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable any Managing Agent shall be read into this Agreement any Facility Document or otherwise exist for the applicable such Managing Agent. . (c) In performing its functions and duties hereunderhereunder and under the other Facility Documents, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller or any of its successors or assignsthe Servicer. No Managing Agent shall be required to take any action that exposes it such Agent to personal liability or that is contrary to this Agreement any Facility Document or Applicable Lawapplicable law. The appointment and authority of each Managing Agent hereunder shall terminate at upon the indefeasible payment in full of the all Obligations.

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank Bank One to act as Administrative Collateral Agent hereunderhereunder and under each other Transaction Document, and authorizes KeyBank the Collateral Agent and such Purchaser's Managing Agent to take such actions as agent the Collateral Agent or Managing Agent, as the case may be, on its behalf and to exercise such powers as are delegated to the Administrative Collateral Agent or such Managing Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Neither the Collateral Agent nor any Managing Agents shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any and the Collateral Agent shall not have a fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Collateral Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative AgentCollateral Agent or the Managing Agents. In performing its their functions and duties hereunderhereunder and under the other Transaction Documents, (i) the Administrative Collateral Agent shall act solely as agent for the Secured Parties Purchasers, (ii) each Managing Agent shall act solely as managing agent for the Conduits and does not assume Committed Purchasers in its Related Group, and (iii) neither the Collateral Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party's successors or assigns. The Administrative Neither the Collateral Agent shall not be required to take nor any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it the Collateral Agent or such Managing Agents to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each the Collateral Agent and the Managing Agent Agents hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the ObligationsCollateral Agent to execute each of the Uniform Commercial Code financing statements, the Fee Letters and the Collection Account Agreements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank WFS as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) Each Lender VFCC Investor hereby designates and appoints the Managing Agent for such Lender’s Lender Group Wachovia Bank as its Managing Liquidity Agent hereunder, and authorizes such Managing Liquidity Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Liquidity Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Liquidity Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderInvestor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Liquidity Agent shall be read into this Agreement or otherwise exist for the applicable Managing Liquidity Agent. In performing its functions and duties hereunder, each Managing Agent Wachovia Bank shall act solely as agent for the Lenders in the related Lender Group VFCC Investors and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Liquidity Agent shall not be required to take any action that exposes it the Liquidity Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing the Liquidity Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (c) [Reserved.] (d) Each Secured Party hereby designates and appoints Xxxxx Fargo as Collateral Agent hereunder, and authorizes the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Collateral Agent shall be read into this Agreement or otherwise exist for the Collateral Agent. In performing its functions and duties hereunder, the Collateral Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Collateral Agent shall not be required to take any action that exposes the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Collateral Agent hereunder shall terminate upon the indefeasible payment in full of the Aggregate Unpaids.

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank its related Deal Agent as a Deal Agent hereunder, and authorizes its related Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Deal Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. Each Purchaser also hereby designates and appoints the Administrative Agent as the Administrative Agent hereunder, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Each Purchaser, each Deal Agent and the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured PartyPurchaser or any other Deal Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of a Deal Agent or the Administrative Agent shall be read into this Agreement or otherwise exist for each Deal Agent or the Administrative Agent. In performing its functions and duties hereunder, the Deal Agents and Administrative Agent shall act solely as agent for the Secured Parties Purchasers and do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Issuer or any of its successors or assigns. The Deal Agents and Administrative Agent shall not be required to take any action which exposes the Deal Agents and Administrative Agent to personal liability or which is contrary to this Agreement or applicable law. The appointment and authority of the Deal Agents and Administrative Agent hereunder shall terminate at the indefeasible payment in full of all amounts due under the Note or under any Fee Letter. (b) Each Liquidity Purchaser hereby designates and appoints its related Liquidity Agent as its Liquidity Agent hereunder, and authorizes such Liquidity Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Liquidity Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. Such Liquidity Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Liquidity Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Liquidity Agent shall be read into this Agreement or otherwise exist for such Liquidity Agent. In performing its functions and duties hereunder, such Liquidity Agent shall act solely as agent for its related Liquidity Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller or any of its successors or assigns. The Administrative Such Liquidity Agent shall not be required to take any action that which exposes the Administrative such Liquidity Agent to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligationsapplicable law. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Secured Party Lender and each Lender Group Agent hereby designates and appoints KeyBank Wachovia to act as Administrative Agent hereunderits agent under the Transaction Documents, and authorizes KeyBank the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement the Transaction Documents, together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinin any Transaction Document, or any fiduciary relationship with any Secured PartyLender or any Lender Group Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement any Transaction Document or otherwise exist for the Administrative Agent. In performing its functions and duties hereunderunder the Transaction Documents, the Administrative Agent shall act solely as agent for the Secured Parties Lenders and the Lender Group Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Lender, any Lender Group Agent, any Loan Party or any of its such Loan Party’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement any Transaction Document or Applicable Lawapplicable law. The appointment and authority of the Administrative Agent hereunder shall terminate at upon the indefeasible payment in full of all Obligations. Each Lender and each Lender Group Agent hereby authorizes the ObligationsAgent to file each of the UCC financing statements and each Collection Account Agreement on behalf of such Lender and such Lender Group Agent (the terms of which shall be binding on such Lender and Lender Group Agent). (b) Each Person in each Lender Group, on behalf of itself and its assigns, hereby designates and appoints the Managing Person identified as the Lender Group Agent for such Lender’s Lender Group in such Lender Group’s Assignment Agreement to act as its Managing Agent hereunderagent hereunder and under each other Transaction Document, and authorizes such Managing Lender Group Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents such Lender Group Agent by the terms of the this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank as Administrative Agent hereunder, and authorizes KeyBank to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group FCMC as its Managing Deal Agent hereunder, and authorizes such Managing the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Deal Agent shall be read into this Agreement or otherwise exist for the applicable Managing Deal Agent. In performing its functions and duties hereunder, each Managing the Deal Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Deal Agent shall not be required to take any action that exposes it the Deal Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The appointment and authority of each Managing the Deal Agent hereunder shall terminate at the indefeasible payment in full of the ObligationsAggregate Unpaids or under any the Fee Letter. (b) Each Investor hereby designates and appoints First Union as Liquidity Agent hereunder, and authorizes the Liquidity Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Liquidity Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Liquidity Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Liquidity Agent shall be read into this Agreement or otherwise exist for the Liquidity Agent. In performing its functions and duties hereunder, the Liquidity Agent shall act solely as agent for the Investors and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Liquidity Agent shall not be required to take any action which exposes the Liquidity Agent to personal liability or which is contrary to this Agreement or applicable law. The appointment and authority of the Liquidity Agent hereunder shall terminate at the indefeasible payment in full of all outstanding principal amounts of Advances, Daily Yield and any amount at any time due hereunder or under the Fee Letter.

Authorization and Action. (a) Each Secured Party Lender and each Lender Group Agent hereby designates and appoints KeyBank Wachovia to act as Administrative Agent hereunderits agent under the Transaction Documents and under the Liquidity Agreement, and authorizes KeyBank the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this the Liquidity Agreement or the Transaction Documents, together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinin the Liquidity Agreement or in any Transaction Document, or any fiduciary relationship with any Secured PartyLender or any Lender Group Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this the Liquidity Agreement or any Transaction Document or otherwise exist for the Administrative Agent. In performing its functions and duties hereunderunder the Liquidity Agreement and the Transaction Documents, the Administrative Agent shall act solely as agent for the Secured Parties Lenders and the Lender Group Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Loan Party or any of its such Loan Party’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this the Liquidity Agreement or Applicable Lawany Transaction Document or applicable law. The appointment and authority of the Administrative Agent hereunder shall terminate at upon the indefeasible payment in full of all Obligations. Each Lender and each Lender Group Agent hereby authorizes the ObligationsAgent to execute each of the UCC financing statements, each Collection Account Agreement on behalf of such Lender and such Lender Group Agent (the terms of which shall be binding on such Lender and such Lender Group Agent). (b) Each Person in each Lender Group, on behalf of itself and its assigns, hereby designates and appoints the Managing Person identified as the Lender Group Agent for such Lender’s Lender Group in such Lender Group’s Assignment Agreement to act as its Managing Agent hereunderagent hereunder and under each other Transaction Document, and authorizes such Managing Lender Group Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents such Lender Group Agent by the terms of the this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank Fifth Third as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) [Reserved]. (c) Each Lender Secured Party hereby designates and appoints the Managing Agent for such Lender’s Lender Group Fifth Third as its Managing Collateral Agent hereunder, and authorizes such Managing the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderSecured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Collateral Agent shall be read into this Agreement or otherwise exist for the applicable Managing Collateral Agent. In performing its functions and duties hereunder, each Managing the Collateral Agent shall act solely as agent for the Lenders in the related Lender Group Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Collateral Agent shall not be required to take any action that exposes it the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing the Collateral Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids.

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank (i) BTMU to act as Administrative its agent hereunder and under each other Transaction Document, and (ii) the Managing Agent hereunderin its Purchase Group to act as its agent hereunder and under each other Transaction Document, and authorizes KeyBank the Administrative Agent and such Purchaser’s Managing Agent, as the case may be, to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or such Managing Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Neither the Administrative Agent nor the Managing Agents shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative AgentAgent or the Managing Agents. In performing its their functions and duties hereunderhereunder and under the other Transaction Documents, (i) the Administrative Agent shall act solely as agent for the Secured Parties Purchasers, (ii) each Managing Agent shall act solely as managing agent for the Conduit Purchasers, if any, Committed Purchasers and does not assume L/C Issuer, if any, in its Purchase Group, and (iii) neither the Administrative Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. The Neither the Administrative Agent nor any Managing Agent shall not be required to take any action that exposes the Administrative Agent or such Managing Agent to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of the Administrative Agent and the Managing Agents hereunder shall terminate at upon the indefeasible payment in full Final Payout Date. Each Purchaser hereby authorizes the Administrative Agent to file each of the Obligations. UCC financing statements on behalf of such Purchaser (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent which shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligationsbinding on such Purchaser).

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank Wells Fargo as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) [Reserved.] (c) Each Lender Secured Party hereby designates and appoints the Managing Agent for such Lender’s Lender Group Xxxxx Fargo as its Managing Collateral Agent hereunder, and authorizes such Managing the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderSecured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Collateral Agent shall be read into this Agreement or otherwise exist for the applicable Managing Collateral Agent. In performing its functions and duties hereunder, each Managing the Collateral Agent shall act solely as agent for the Lenders in the related Lender Group Secured Parties and does 107 not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Collateral Agent shall not be required to take any action that exposes it the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing the Collateral Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids.

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank JPMorgan Chase to act as Administrative Agent hereunderits agent hereunder and under each other Transaction Document, and authorizes KeyBank the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Each member of the Falcon Group hereby designates and appoints JPMorgan Chase to act as its managing agent hereunder, and authorizes JPMorgan Chase to take such actions as managing agent on its behalf and to exercise such powers as are delegated to such managing agent by the terms of this Agreement, together with such powers as are reasonably incidental thereto. Fifth Third hereby designates and appoints itself to act as its managing agent hereunder, and authorizes itself to take such actions as managing agent on its behalf and to exercise such powers as are delegated to such managing agent by the terms of this Agreement, together with such powers as are reasonably incidental thereto. Each of the Agents hereby agrees to deliver a copy of each notice, certificate or report received by it from the Seller Parties to the applicable Purchasers promptly after receipt thereof. The Administrative Agent Agents shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of any of the Administrative Agent Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for any of the Administrative AgentAgents. In performing its functions and duties hereunderhereunder and under the other Transaction Documents, the Administrative Agent shall act solely as agent for the Secured Parties Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment , and authority each of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Co-Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender its Purchaser Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any Seller Party, any of its such Seller Party’s successors or assigns, or any other Purchaser. No Managing Agent None of the Agents shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Managing Agent the Agents hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each of the ObligationsPurchasers hereby authorizes the Agent to file UCC financing statements and execute the Blocked Account Agreement on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank Bank One to act as Administrative Agent hereunderits agent hereunder and under each other Transaction Document, and authorizes KeyBank to take such actions as agent on the Collateral Agent and its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such related Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Collateral Agent or such Managing Agents Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. No Neither the Collateral Agent nor any Managing Agent shall have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any LenderPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Collateral Agent or the Managing Agent Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for the applicable Collateral Agent or the Managing AgentAgents. In performing its their respective functions and duties hereunderhereunder and under the other Transaction Documents, (i) the Collateral Agent shall act solely as agent for the Purchasers, (ii) each Managing Agent shall act solely as agent for the Lenders Conduit Purchasers and Committed Purchasers in the related Lender Purchaser Group and does not assume (iii) neither the Collateral Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. No Neither the Collateral Agent nor any Managing Agent shall be required to take any action that exposes it the Collateral Agent or the Managing Agents to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each the Collateral Agent and the Managing Agent Agents hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the ObligationsCollateral Agent and each Managing Agent, as applicable, to execute each of the Uniform Commercial Code financing statements, this Agreement and such other Transaction Documents as may require the Collateral Agent’s or a Managing Agent’s signature on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. (a) Each Secured Party Note Investor hereby designates and appoints KeyBank the First Union Securities, Inc. as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or the other Basic Documents, or any fiduciary relationship with any Secured PartyNote Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or the other Basic Documents or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Note Investors and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Issuer or any of its successors or assigns. The Deal Agent shall not be required to take any action which exposes the Deal Agent to personal liability or which is contrary to this Agreement, the other Basic Documents or applicable law. The appointment and authority of the Deal Agent hereunder shall terminate upon the Termination Date and the indefeasible payment in full of any other amount due under this Agreement, the Notes, the Indenture, the Transfer and Servicing Agreement or the Trustee Fee Letter. (b) Each Note Investor hereby designates and appoints First Union National Bank as Liquidity Agent hereunder, and authorizes the Liquidity Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Liquidity Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Liquidity Agent shall not have any duties or responsibilities, except those expressly set forth herein or the other Basic Documents, or any fiduciary relationship with any Note Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Liquidity Agent shall be read into this Agreement or the other Basic Documents or otherwise exist for the Liquidity Agent. In performing its functions and duties hereunder, the Liquidity Agent shall act solely as agent for the Note Investors and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Issuer or any of its successors or assigns. The Liquidity Agent shall not be required to take any action which exposes the Liquidity Agent to personal liability or which is contrary to this Agreement, the other Basic Documents or applicable law. The appointment and authority of the Liquidity Agent hereunder shall terminate upon the Termination Date and the indefeasible payment in full of all of any other amount due under this Agreement, the Notes, the Indenture, the Transfer and Servicing Agreement or the Trustee Fee Letter. (c) The Indenture Trustee hereby designates and appoints First Union Securities, Inc. as Collateral Agent hereunder, and authorizes the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Basic Documents, or any fiduciary relationship with any Note Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Collateral Agent shall be read into this Agreement or the other Basic Documents or otherwise exist for the Collateral Agent. In performing its functions and duties hereunder, the Collateral Agent shall act solely as agent for the Indenture Trustee on behalf of the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Issuer or any of its successors or assigns. The Administrative Collateral Agent shall not be required to take any action that which exposes the Administrative Collateral Agent to personal liability or that which is contrary to this Agreement Agreement, the other Basic Documents or Applicable Lawapplicable law. The appointment and authority of the Administrative Collateral Agent hereunder shall terminate at upon the Termination Date and the indefeasible payment in full of all of any other amount due under this Agreement, the Obligations. (b) Each Lender hereby designates Notes, the Indenture, the Transfer and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Servicing Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the ObligationsTrustee Fee Letter.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank CIBC as Administrative Agent hereunder, and authorizes KeyBank CIBC to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Secured Party Lender and each Lender Group Agent hereby designates and appoints KeyBank Wachovia to act as Administrative Agent hereunderits agent under the Transaction Documents and under the Liquidity Agreement, and authorizes KeyBank the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this the Liquidity Agreement or the Transaction Documents, together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinin the Liquidity Agreement or in any Transaction Document, or any fiduciary relationship with any Secured PartyLender or any Lender Group Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this the Liquidity Agreement or any Transaction Document or otherwise exist for the Administrative Agent. In performing its functions and duties hereunderunder the Liquidity Agreement and the Transaction Documents, the Administrative Agent shall act solely as agent for the Secured Parties Lenders and the Lender Group Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Loan Party or any of its such Loan Party’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this the Liquidity Agreement or Applicable Lawany Transaction Document or applicable law. The appointment and authority of the Administrative Agent hereunder shall terminate at upon the indefeasible payment in full of all Obligations. Each Lender and each Lender Group Agent hereby authorizes the ObligationsAgent to execute each of the UCC financing statements, each Collection Account Agreement on behalf of such Lender and such Lender Group Agent (the terms of which shall be binding on such Lender and such Lender Group Agent). (b) Each Person in each Lender Group, on behalf of itself and its assigns, hereby designates and appoints the Managing Person identified as the Lender Group Agent for such Lender’s Lender Group in such Lender Group’s Assignment Agreement to act as its Managing Agent hereunderagent hereunder and under each other Transaction Document, and authorizes such Managing Lender Group Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents such Lender Group Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Secured Party Lender hereby designates appoints and appoints KeyBank as authorizes the Administrative Agent hereunder, and authorizes KeyBank to take such actions action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms of this Agreement hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. The Administrative Agent shall As to any matters not have any duties expressly provided for by the Loan Documents (including, without limitation, enforcement or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part collection of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunderNotes), the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor be required to exercise any discretion or take any action, but shall be deemed required to have assumed any obligation act or relationship to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of trust or agency with or for the Borrower or any Required Lenders, and such instructions shall be binding upon all Lenders and all holders of its successors or assigns. The Notes; provided, however that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The appointment and authority Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in any Loan Document, no Person identified as a syndication agent, documentation agent, senior manager, lead arranger or book running manager, in such Person’s capacity as such, shall have any obligations or duties to any Loan Party, the Administrative Agent or any other Lender under any of such Loan Documents. The obligations of Administrative Agent hereunder shall terminate at the indefeasible payment are primarily administrative in full nature, and nothing contained in this Agreement or any of the Obligationsother Loan Documents shall be construed to constitute the Administrative Agent as a trustee for any Lender or to create an agency or fiduciary relationship. Administrative Agent shall act as the contractual representative of the Lenders hereunder and notwithstanding the use of the term ‘Administrative Agent’, it is understood and agreed that the Administrative Agent shall not have any fiduciary duties or responsibilities to any Lender by reason of this Agreement or any other Loan Document and is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations[Intentionally Omitted.]

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank Xxxxx to act as Administrative Agent hereunderits administrative agent hereunder and under each other Transaction Document, and authorizes KeyBank the Administrative Agent to take such actions as agent Administrative Agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Each of Xxxxx, SunTrust and Fifth Third hereby designates and appoints itself to act as its managing agent hereunder, and authorizes itself to take such actions as managing agent on its behalf and to exercise such powers as are delegated to such managing agent by the terms of this Agreement, together with such powers as are reasonably incidental thereto. Each of the AgentsThe Administrative Agent hereby agrees to deliver a copy of each notice, certificate or report received by it from the Seller Parties to the applicable Purchasers promptly after receipt thereof. The Administrative AgentsAdministrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of any of the Administrative AgentsAdministrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for any of the Administrative AgentsAdministrative Agent. In performing its functions and duties hereunderhereunder and under the other Transaction Documents, the Administrative Agent shall act solely as agent for the Secured Parties Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment , and authority each of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Co-Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group itself and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any Seller Party, any of its such Seller Party’s successors or assigns, or any other Purchaser. No Managing None of the Agents. The Administrative Agent shall not be required to take any action that exposes it to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Managing the AgentsAdministrative Agent hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each of the ObligationsPurchasers hereby authorizes the Administrative Agent to file UCC financing statements and execute the Blocked Account Agreements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. (a) Each Secured Party Note Purchaser hereby designates and appoints KeyBank Wachovia Securities as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or the other Transaction Documents, or any fiduciary relationship with any Secured PartyNote Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or the other Transaction Documents or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties Note Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Issuer or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that which exposes the Administrative Deal Agent to personal liability or that which is contrary to this Agreement Agreement, the other Transaction Documents or Applicable Lawapplicable law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at upon the earlier of (i) the indefeasible payment in full of all amounts due under this Agreement, the ObligationsIndenture and each Supplement and (ii) the day on which all of the Noteholders initially party to this Agreement cease to own any interest in any Note. (b) Each Lender Note Purchaser hereby designates and appoints the Managing Agent for such Lender’s Lender Group Wachovia as its Managing Liquidity Agent hereunder, and authorizes such Managing the Liquidity Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Liquidity Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Liquidity Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or the other Transaction Documents, or any fiduciary relationship with any LenderNote Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Liquidity Agent shall be read into this Agreement or the other Transaction Documents or otherwise exist for the applicable Managing Liquidity Agent. In performing its functions and duties hereunder, each Managing the Liquidity Agent shall act solely as agent for the Lenders in the related Lender Group Note Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Issuer or any of its successors or assigns. No Managing The Liquidity Agent shall not be required to take any action that which exposes it the Liquidity Agent to personal liability or that which is contrary to this Agreement Agreement, the other Transaction Documents or Applicable Lawapplicable law. The appointment and authority of each Managing the Liquidity Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsCommitment Termination Date.

Authorization and Action. Each Purchaser hereby (ai) Each Secured Party hereby designates and appoints KeyBank BTMU to act as its administrative agent hereunder and under each other Transaction Document, (ii) designates and appoints its related Managing Agent as its managing agent, and (iii) authorizes the Administrative Agent hereunder, and authorizes KeyBank such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Managing Agent, as applicable, by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Neither the Administrative Agent nor any Managing Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent or any Managing Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative Agent or any Managing Agent. In performing its functions and duties hereunderhereunder and under the other Transaction Documents, the Administrative Agent and each Managing Agent shall act solely as agent for the Secured Parties Purchasers designating such agent and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. The Administrative Agent shall not be required to take any action that exposes Neither the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have nor any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it such Person to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each the Administrative Agent and the Managing Agent Agents hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the ObligationsAdministrative Agent to execute each of the Collection Account Agreements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser). Each Purchaser hereby authorizes its related Managing Agent to execute the Fee Letter on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. 104 (a) Each Secured Party hereby designates and appoints KeyBank Xxxxx Fargo as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) [Reserved.] (c) Each Lender Secured Party hereby designates and appoints the Managing Agent for such Lender’s Lender Group Xxxxx Fargo as its Managing Collateral Agent hereunder, and authorizes such Managing the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderSecured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Collateral Agent shall be read into this Agreement or otherwise exist for the applicable Managing Collateral Agent. In performing its functions and duties hereunder, each Managing the Collateral Agent shall act solely as agent for the Lenders in the related Lender Group Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Collateral Agent shall not be required to take any action that exposes it the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing the Collateral Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank WCM as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) Each Lender VFCC Investor hereby designates and appoints the Managing Agent for such Lender’s Lender Group Wachovia Bank as its Managing Liquidity Agent hereunder, and authorizes such Managing Liquidity Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Liquidity Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Liquidity Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderInvestor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Liquidity Agent shall be read into this Agreement or otherwise exist for the applicable Managing Liquidity Agent. In performing its functions and duties hereunder, each Managing Agent Wachovia Bank shall act solely as agent for the Lenders in the related Lender Group VFCC Investors and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Liquidity Agent shall not be required to take any action that exposes it the Liquidity Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing the Liquidity Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (c) [Reserved]. (d) Each Secured Party hereby designates and appoints WCM as Collateral Agent hereunder, and authorizes the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Collateral Agent shall be read into this Agreement or otherwise exist for the Collateral Agent. In performing its functions and duties hereunder, the Collateral Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Collateral Agent shall not be required to take any action that exposes the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Collateral Agent hereunder shall terminate upon the indefeasible payment in full of the Aggregate Unpaids.

Authorization and Action. (a) Each Lender and each Secured Party (other than the Administrative Agent) hereby designates and appoints KeyBank JPMorgan Chase Bank, N.A. (and JPMorgan Chase Bank, N.A. accepts such designation and appointment) as Administrative Agent hereunder, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsFacility Termination Date. (b) Each Lender hereby irrevocably designates and appoints the Managing related Agent as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender’s Lender Group as its Managing Agent hereunderXxxxxx, and authorizes such Managing Agent to take such actions as agent action on its behalf under the provisions of the Basic Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Managing Agents such Agent by the terms of this Agreement Agreement, together with such other powers as are reasonably incidental thereto. No Managing . (c) Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as an “Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for against the applicable Managing Administrative Agent or any Agent. In performing its functions and duties hereunder, each Managing . (d) The Administrative Agent shall act solely as agent promptly distribute to each Agent (if such Agent or the Lender in its Lender Group are not otherwise required to receive such notice), who shall promptly distribute to each related Lender (if such Lender is not otherwise required to receive such notice) all notices, requests for consent and other information received by the Administrative Agent under this Agreement that are not also delivered to the Lenders. (e) The Administrative Agent shall promptly notify all Lenders in writing of any proposed consent, waiver, approval, vote or other action taken or to be taken by the related Lender Group and does not assume nor Administrative Agent in such capacity under the Intercreditor Agreement (an “Intercreditor Action”) within one (1) Business Day of the Administrative Agent actually receiving notice thereof, which notice shall be deemed include all information delivered to have assumed the Administrative Agent in such capacity under the Intercreditor Agreement. Notwithstanding any obligation or relationship of trust or agency with or for provision to the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to in this Agreement or Applicable Law. The appointment and authority of each Managing in any other Basic Document, all Intercreditor Actions shall be exercised by the Administrative Agent hereunder shall terminate in such capacity solely at the indefeasible payment in full written direction of the ObligationsRequired Lenders. For the avoidance of doubt, 153 LEGAL02/42338653v2 the terms set forth in this Section 11.01(e) shall not be applicable to any other capacity in which JPMorgan Chase Bank, N.A. may serve under the Intercreditor Agreement (other than as Administrative Agent for the Secured Parties hereunder), including any action to be taken by JPMorgan Chase Bank, N.A. in such other capacity under the Intercreditor Agreement.

Authorization and Action. (a) Each Lender and each Secured Party (other than the Administrative Agent) hereby designates and appoints KeyBank Wxxxx Fargo Bank, National Association (and Wxxxx Fargo Bank, National Association accepts such designation and appointment) as Administrative Agent hereunder, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsFacility Termination Date. (b) Each Lender hereby irrevocably designates and appoints the Managing related Agent as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender’s Lender Group as its Managing Agent hereunderLxxxxx, and authorizes such Managing Agent to take such actions as agent action on its behalf under the provisions of the Basic Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Managing Agents such Agent by the terms of this Agreement Agreement, together with such other powers as are reasonably incidental thereto. No Managing . (c) Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as an “Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for against the applicable Managing Administrative Agent or any Agent. In performing its functions and duties hereunder, each Managing . (d) The Administrative Agent shall act solely as agent promptly distribute to each Agent (if such Agent or the Lender in its Lender Group are not otherwise required to receive such notice), who shall promptly distribute to each related Lender (if such Lender is not otherwise required to receive such notice) all notices, requests for consent and other information received by the Administrative Agent under this Agreement that are not also delivered to the Lenders. (e) The Administrative Agent shall promptly notify all Lenders in writing of any proposed consent, waiver, approval, vote or other action taken or to be taken by the related Lender Group and does not assume nor Administrative Agent in such capacity under the Intercreditor Agreement (an “Intercreditor Action”) within one (1) Business Day of the Administrative Agent actually receiving notice thereof, which notice shall be deemed include all information delivered to have assumed the Administrative Agent in such capacity under the Intercreditor Agreement. Notwithstanding any obligation or relationship of trust or agency with or for provision to the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to in this Agreement or Applicable Law. The appointment and authority of each Managing in any other Basic Document, all Intercreditor Actions shall be exercised by the Administrative Agent hereunder shall terminate in such capacity solely at the indefeasible payment in full written direction of the ObligationsRequired Lenders. For the avoidance of doubt, the terms set forth in this Section 12.01(e) shall not be applicable to any other capacity in which Wxxxx Fargo Bank may serve under the Intercreditor Agreement (other than as Administrative Agent for the Secured Parties hereunder), including any action to be taken by Wxxxx Fargo Bank in such other capacity under the Intercreditor Agreement.