Common use of Authorization and Action Clause in Contracts

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. The Administrative Agent shall distribute a copy of all material modifications, amendments, extensions, consolidations, restatements, alterations, changes or revisions to any one or more of the Facility Documents (including, without limitation, waiver or consents entered into, executed or delivered by the Administrative Agent, but excluding the Administrative Agent Fee Letter), to each of the Lenders. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Facility Document to which the Administrative Agent is a party (if any) as duties on its part to be performed or observed. The Administrative Agent shall not have or be construed to have any other duties or responsibilities in respect of this Agreement and the transactions contemplated hereby. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)other Facility Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, provided that the Administrative Agent shall not be required to take any action that which exposes the Agent Administrative Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not have any duty in its instructions (or, by refusing to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given provide instruction) to the Administrative Agent by the Borrower withhold its consent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementexercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Required Lenders to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for the failure to disclose, any information relating to Parent, the Borrower or action taken by any of the Subsidiaries that is communicated to or obtained by it or such Person in accordance with any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Required Lenders or Persons purporting to be the Required Lenders are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Required Lenders or Persons purporting to be the Required Lenders are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Majority Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Majority Lenders) to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any direction, instruction or notice given by the failure to disclose, any information relating to Parent, Majority Lenders (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Majority Lenders) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders, or Persons purporting to be the Majority Lenders, are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders, or Persons purporting to be the Majority Lenders, are not entitled to give such direction, instruction or notice. The Collateral Agent shall be entitled to conclusively rely upon any direction, instruction or notice provided by the Administrative Agent as if provided by the requisite Lenders authorized to provide such direction, instruction or notice hereunder. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Borrower or the Collateral Manager, prior to the occurrence and continuation of an Event of Default, or the Administrative Agent, after the occurrence and during the continuation of an Event of Default, as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swingline Bank (if applicable) and an Issuing Bank (if applicable)) hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and the Administrative Agent may perform any of its respective duties hereunder by or through its officers, directors, agents, employees or affiliates. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or in any other Loan Document, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall not incur any liability to any Lender Party and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders Lender Parties and all holders of 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 law. Without limiting the generality foregoing, neither any Lender nor the holder of any Note shall have any right of action whatsoever against the Administrative Agent as a result of the foregoing, (a) Administrative Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the Agent shall not be subject to any fiduciary or other implied duties, regardless instructions of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01)or, and (c) except as expressly set forth in if so specified by this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any applicable greater percentage of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacityLenders). The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable) and as an Issuing Bank (if applicable)) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders Lender Parties and all holders of Notes; provided, however, 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 law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Administrative Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees (i) to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement, and (ii) to provide to each Lender Party promptly upon the Administrative Agent’s receipt copies of the notices, financial information, documentation and other written materials provided to it pursuant to the terms of Section 5.03 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 Party under any of such Loan Documents. The obligations of Administrative Agent hereunder are primarily administrative in nature, and nothing contained in this Agreement or any of the other Loan Documents shall be construed to constitute the Administrative Agent as a trustee for any Lender Party or to create an agency or fiduciary relationship. Administrative Agent shall act as the contractual representative of the Lender Parties 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 Party 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.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Transaction Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Transaction Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Transaction Document to which the Administrative Agent is a party (if any) as duties on its part to be performed or observed. The Administrative Agent shall not have or be construed to have any other duties or responsibilities in respect of this Agreement and the transactions contemplated hereby. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)other Transaction Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, provided that the Administrative Agent shall not be required to take any action that which exposes the Agent Administrative Agent, in its judgment, to personal liability or that which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Transaction Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Transaction Document or under Applicable Law. Each Lender agrees that in any instance in which the Transaction Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not have any duty in its instructions (or, by refusing to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given provide instruction) to the Administrative Agent by the Borrower withhold its consent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementexercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such action actions as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with under such agreements and to exercise such powers and discretion as are reasonably incidental thereto. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. (b) As to any matters not expressly provided for by this Agreement herein and in the other Loan Documents (including, without limitation, including enforcement or collection of the Notescollection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under necessary, pursuant to the circumstances as provided terms in Section 8.01the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any action that (ci) except the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in this Agreementthe 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 Parentthe Borrower, the Borrower any Subsidiary or any Affiliate of any of the Subsidiaries foregoing that is communicated to or obtained by it the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other obligation other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; and (ii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account; (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other 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 their respective duties and exercise their respective 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 and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. (e) None of any Co-Syndication Agent, any Co-Documentation Agent or any Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder. (f) In case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any reimbursement obligations in respect of LC Disbursements shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed not to have knowledge authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Default Lender or Event Issuing Bank any plan of Default unless reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding. (g) The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and until written notice thereof is given the Issuing Banks, and, except solely to the Agent by extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a Lenderthird party beneficiary under any such provisions. The Agent agrees Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to promptly make available to each Lender all information delivered have agreed to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms provisions of this AgreementArticle.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement Agreement, the other Facility Documents or applicable lawApplicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Without limiting Each Lender agrees that in any instance in which the generality Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of the foregoingsuch Agent’s reasonable discretion, (a) the Agent or provide to a similar effect, it shall not be subject in its instructions (or by refusing to any fiduciary provide instruction) to such Agent withhold its consent or other implied duties, regardless of whether a Default or exercise its discretion in an Event of Default has occurred and is continuing, unreasonable manner. (b) If the Collateral Agent shall not have any duty to take any discretionary action has been requested or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage by the Administrative Agent acting at the direction of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (cRequired Lenders) except as expressly set forth in to take any action pursuant to any provision of this AgreementAgreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other Facility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to disclosetake any action to exercise or enforce any power, and shall not be liable for the failure right or remedy available to disclose, any information relating to Parent, the Borrower it under this Agreement or any of the Subsidiaries that is communicated to or obtained by it other Facility Document or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default Related Document unless and until written notice thereof is given to the Agent directed in writing by the Borrower Required Lenders (or a Lender. The the Administrative Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, on their behalf) and the Collateral Agent agrees to give to each Lender prompt notice of each notice given shall have been provided indemnity acceptable to it by the Borrower pursuant to the terms of this Agreementagainst any expenditure, risk, cost, expense or liability in acting on such direction.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Agreement or the other Loan Documents except as expressly set forth herein. As to any matters not expressly provided for by this Agreement (includingAgreement, without limitation, including enforcement or collection of the Notes)Loans and Drafts, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingrefraining) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; providedthe Lenders, however, provided that the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement the Loan Documents or applicable law. Without limiting law and provided, further, that without the generality consent of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreementall Lenders, the Agent shall not have change or modify any duty to discloseLender's Commitment, the definition of "Majority Lenders", the timing or rates of interest payments, the timing or amounts of principal payments due in respect of Loans and Drafts, and provided, further, that the terms of Article 4 shall not be liable for amended without the failure to disclose, any information relating to Parent, the Borrower or any consent of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01Seafirst, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to provided, further, that the terms of Sections 2.3 and 2.10(a), and this AgreementArticle 10 shall not be amended without the prior written consent of the Agent (acting for its own account). In the absence of instructions from the Majority Lenders, the Agent shall have authority (but no obligation), in its sole discretion, to take or not to take any action, unless this Agreement specifically requires the consent of the Lenders or the consent of the Majority Lenders and any such action or failure to act shall be binding on all the Lenders. Each Lender and each holder of any Note shall execute and deliver such additional instruments, including powers of attorney in favor of the Agent, as may be necessary or desirable to enable the Agent to exercise its powers hereunder.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersLenders (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 herein), and such instructions shall be binding upon all Lenders and all holders of 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 law. Without limiting The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by Mondelēz International or any other Borrower as required by the generality terms of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that or at the Agent is required to exercise in writing as directed by the Required Lenders (request of Mondelēz International or such other number or percentage of the Lenders as shall be necessary under the circumstances as Borrower, and any notice provided in pursuant to Section 8.015.01(c)(iv), and (c) except as expressly set forth in this Agreement, the but otherwise no Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower Mondelēz International or any of the its Subsidiaries or affiliates that is communicated to or obtained by it the Person serving as an Agent or any of its Affiliates affiliates in any capacity. The Notwithstanding any provision to the contrary contained elsewhere herein, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed not to have knowledge any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Default or Event applicable law. Instead, such term is used merely as a matter of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01market custom, and the Agent agrees is intended to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementcreate or reflect only an administrative relationship between independent contracting parties.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. None of the Agents or the Collateral Administrator shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent or the Collateral Administrator shall be read into this Agreement or any other Facility Document to which such Agent or the Collateral Administrator is a party (if any) as duties on its part to be performed or observed. None of the Agents or the Collateral Administrator shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection none of the Notes), Agents or the Agent Collateral Administrator shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability or that the Collateral Administrator liability, cost or expense or which is contrary to this Agreement Agreement, the other Facility Documents or applicable lawApplicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Without limiting Each Lender agrees that in any instance in which the generality Facility Documents provide that an Agent’s or the Collateral Administrator’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s or the foregoingCollateral Administrator’s reasonable discretion, (a) the Agent or provide to a similar effect, it shall not be subject in its instructions (or by refusing to any fiduciary provide instruction) to such Agent withhold its consent or other implied duties, regardless of whether a Default or exercise its discretion in an Event of Default has occurred and is continuing, unreasonable manner. (b) If the Collateral Agent shall not have any duty to take any discretionary action has been requested or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage by the Administrative Agent acting at the direction of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Required Lenders), and (c) except as expressly set forth in to take any action pursuant to any provision of this AgreementAgreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other Facility Document shall otherwise be construed to require the Collateral Agent or the Collateral Administrator to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to disclosetake any action to exercise or enforce any power, and shall not be liable for the failure right or remedy available to disclose, any information relating to Parent, the Borrower it under this Agreement or any of the Subsidiaries that is communicated to or obtained by it other Facility Document or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default Related Document unless and until written notice thereof is given to the Agent directed by the Borrower Required Lenders (or a Lender. The the Administrative Agent agrees to promptly make available to each Lender all information delivered to on their behalf). (c) Neither the Collateral Agent pursuant to Section 5.01nor any officer, and the Agent agrees to give to each Lender prompt notice of each agent or representative thereof shall be personally liable for any action taken by any such Person in accordance with any direction, instruction or notice given to it by the Borrower Majority Lenders or the Required Lenders, as applicable (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders), pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent or the Collateral Administrator is required to decide between alternative courses of action, it may request written instructions from the Borrower or the Investment Advisor, prior to the occurrence and continuation of an Event of Default, or the Administrative Agent, after the occurrence and during the continuation of an Event of Default, as to the course of action desired by it. If the Collateral Agent or the Collateral Administrator, as applicable, does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent or the Collateral Administrator may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent or the Collateral Administrator shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions. (e) Nothing herein obligates the Collateral Agent to commence, prosecute or defend legal proceedings in any instance, whether on behalf of the Borrower or on its own behalf or otherwise, with respect to any matter arising hereunder, or relating to this Agreement or the services contemplated hereby.

Authorization and Action. (a) Each Lender on its own behalf (and, for the purposes of Article 10 and the Swap Guarantee, on behalf of each of its Affiliates which is or becomes a Swap Lender) hereby irrevocably appoints and authorizes the Agent to take such action as be its agent in its name and on its behalf and to exercise such rights or powers and discretion granted to the Agent or the Lenders under this Agreement as are delegated to the Agent by extent specifically provided herein and on the terms hereof, together with such powers and discretion as are reasonably incidental theretothereto and the Agent hereby accepts such appointment and authorization. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)Agreement, the Agent shall not be required to exercise any discretion or take any action, but but, subject to Section 14.9, shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, Majority Lenders and such instructions shall be binding upon all Lenders and all holders of NotesLenders; provided, however, that the Agent shall not be required to take any action that which exposes the Agent to personal liability in such capacity or that which could result in the Agent’s incurring any costs and expenses, without provision being made for indemnity of the Agent by the Lenders against any loss, liability, cost or expense incurred, or to be incurred or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, Laws. (b) Except as provided otherwise in Section 14.1(e), where the Agent terms of this Agreement or the Security refer to any action to be taken hereunder or thereunder by the Lenders or to any such action that requires the consent, approval, satisfaction, agreement or other determination of the Lenders, the action taken by and the consent, approval, satisfaction, agreement or other determination given or made by the Majority Lenders shall not have any duty to take any discretionary constitute the action or exercise any discretionary powersconsent, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (approval, agreement or such other number or percentage determination of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and herein or therein referred to. (c) except Except as expressly set forth provided otherwise in this AgreementSection 14.1, the Agent shall not have the right to take such actions as it deems necessary, or to refrain from taking such actions or to give agreements, consents, approvals or instructions to the Borrower on behalf of the Lenders in respect of all matters referred to in or contemplated by this Agreement. (d) Except as provided otherwise in Section 14.1(e) or where this Agreement expressly requires that any duty matter be determined or consented to disclose, and shall not be liable for by all the failure to discloseLenders, any information relating to Parent, provision of this Agreement may be amended only if the Borrower or any of and the Subsidiaries that is communicated to or obtained by it or any of its Affiliates Majority Lenders so agree in any capacity. The Agent shall be deemed not to have knowledge of writing and any Default or Event of Default unless and until written notice thereof is given to may be waived before or after it occurs only if the Agent by the Borrower Majority Lenders so agree in writing. (e) Any amendment, extension or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01waiver of, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to or consent or determination relating to, the terms of this Agreement which changes or relates to: (i) the Total Commitment or the Commitment of any Lender except as permitted by this Agreement; (ii) a decrease in the rates, or an extension in the dates of payment, of interest payable hereunder; (iii) a decrease in the amount, or an extension in the dates of payment, of fees payable hereunder except for (A) fronting fees payable pursuant to Section 3.5 (which may be varied with the consent of the LC Issuer) and (B) agency fees payable pursuant to Section 3.8 (which may be varied with the consent of the Agent); (iv) a decrease in the amount, or an extension in the dates of payment, of principal required hereunder; (v) the types of Advances available hereunder; (vi) the extension provisions in Section 2.3 except for the notice periods referred to therein; (vii) an assignment or transfer by the Borrower of any or all of its rights and obligations under this Agreement; (viii) any release of the Security; (ix) any assignment or transfer by a Restricted Subsidiary of, or release or amendment of, any or all of its obligations under any Restricted Subsidiary Guarantee not provided for hereunder; (x) Section 14.17 (a)(ii); or (xi) this Section 14.1(e); shall require the unanimous consent in writing of all the Lenders; provided that: (A) any amendment or waiver which changes or relates to the rights or obligations of the Agent, any LC Issuer or the Swing Line Lender shall also require the agreement of the Agent, the LC Issuer or such Swing Line Lender, as applicable; and (B) any amendment or waiver which changes or relates to Section 10.3 or this paragraph (B) or which would adversely affect in any material way the Security insofar as it pertains to a Swap Lender shall also require the agreement of the Swap Lender so affected; and all references to unanimous consent in such context shall be construed accordingly. (f) If any matter requiring unanimous consent of the Lenders pursuant to Section 14.1(e) is approved by the Majority Lenders (the “Consenting Lenders”) but there are Lenders which did not agree to provide their consent (each being a “Non-Consenting Lender”), then: (i) the Borrower may require any Non-Consenting Lender to assign all of its rights, benefits and interests under its Commitments and its Pro Rata Shares of all Loan Indebtedness then outstanding (collectively, the “Assigned Interests”) to (A) any Consenting Lenders which have agreed to increase their Commitments and purchase Assigned Interests, and (B) to the extent the Assigned Interests are not transferred to Consenting Lenders, assignees selected by the Borrower and acceptable to the Agent and any LC Issuer, each acting reasonably. Such assignments shall be effective upon execution of Lender Assignment Agreements, upon payment to the relevant Non-Consenting Lender (in immediately available funds) by the relevant assignee of an amount equal to its Pro Rata Shares of all Loan Indebtedness being assigned, upon execution of an intercreditor agreement if requested by such Non-Consenting Lender pursuant to Section 10.3 (but only if such Non-Consenting Lender or its Affiliate is a Swap Lender) and upon payment by the relevant assignee to the Agent (for the Agent’s own account) of the transfer fee contemplated in Section 15.1(b). Upon such assignment and transfer, the Non-Consenting Lender shall have no further right, interest or obligation in respect of the Assigned Interests and the assignee thereof shall succeed to the position of such Lender as if the same was an original party hereto in the place and stead of such Non-Consenting Lender; and (ii) to the extent that the Borrower has not caused any Non-Consenting Lender to assign its rights and interests to a Consenting Lender or other assignee as provided in paragraph (i) above, the Borrower may, at any time and notwithstanding any other provision hereof, repay to such Non-Consenting Lender its Pro Rata Shares of all Loan Indebtedness then outstanding, without making corresponding repayments to the Consenting Lenders, and the Borrower may cancel such Non-Consenting Lender’s Commitments; provided that such cancellation shall require the prior consent of all of the Consenting Lenders and shall also require the execution of an intercreditor agreement if requested by such Non-Consenting Lender pursuant to Section 10.3 (but only if such Non-Consenting Lender or its Affiliate is a Swap Lender). Upon completion of the foregoing, such Non-Consenting Lender shall have no further right, interest, benefit or obligation in respect of the Credit Facility and the Total Commitment shall be reduced by the amount of such Non-Consenting Lender’s cancelled Commitments; provided that the Borrower may only exercise its rights under this Section 14.1(f) by giving notice to the Agent of its intent to do so within 60 days after being notified of the lack of unanimous consent and then only if all of the Commitments of all of the Non-Consenting Lenders are assigned or cancelled in accordance with the provisions of this Section 14.1(f). Any assignment or prepayment pursuant to this Section 14.1(f) shall be subject to the indemnification provisions in Sections 13.2(d) and 13.2(e), if applicable. (g) The Agent shall declare an Event of Default and demand payment under Section 11.2 of any or all of the Loan Indebtedness when directed to do so by written notice of the Majority Lenders.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders), to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Administrative Agent or the Required Lenders to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for the failure to disclose, any information relating to Parent, the Borrower or action taken by any of the Subsidiaries that is communicated to or obtained by it or such Person in accordance with any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower Administrative Agent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Administrative Agent or the Required Lenders or Persons purporting to be the Administrative Agent or the Required Lenders are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender Holder hereby appoints Lead Rich as the Collateral Agent hereunder and each Holder hereby authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Note Documents as are delegated to the Collateral Agent by the terms hereof, together with under such agreements and to exercise such powers and discretion as are reasonably incidental thereto. Without limiting the foregoing, each Holder hereby authorizes the Collateral Agent to execute and deliver, and to perform its obligations under, each of the Note Documents to which the Collateral Agent is a party, to exercise all rights, powers and remedies that the Collateral Agent may have under such Note Documents and, in the case of the Security Documents, to act as agent for Holders. (b) As to any matters not expressly provided for by this Agreement or the other Note Documents (including, without limitation, including enforcement or collection of the Notescollection), the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersRequisite Holders, and such instructions shall be binding upon all Lenders and all holders of NotesHolders; provided, however, that the Collateral Agent shall not be required to take any action that (i) the Collateral Agent in good faith believes exposes the Agent it to personal liability unless the Collateral Agent receives an indemnification satisfactory to it from the Holders with respect to such action or that (ii) is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Collateral Agent agrees to give to each Lender Holder prompt notice of each notice given to it by the Borrower Issuer or any other Obligor pursuant to the terms of this AgreementAgreement or the other Note Documents. (c) In performing its functions and duties hereunder and under the other Note Documents, the Collateral Agent is acting solely on behalf of the Holders and its duties are entirely administrative in nature. The Collateral Agent does not assume and shall not be deemed to have assumed any obligation other than as expressly set forth herein and in the other Note Documents or any other relationship as the agent, fiduciary or trustee of or for any Holder or holder of any other Obligation. The Collateral Agent may perform any of its duties under any Note Document by or through its agents or employees.

Authorization and Action. (a) Each Lender hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender authorizes the Administrative Agent to take such action actions as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with under such agreements and to exercise such powers and discretion as are reasonably incidental thereto. Further, each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties, hereby irrevocably empower and authorize JPMorgan Chase Bank, N.A. (in its capacity as Administrative Agent) to execute and deliver the Collateral Documents and all related documents or instruments as shall be necessary or appropriate to effect the purposes of the Collateral Documents. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such ▇▇▇▇▇▇’s behalf. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. (b) As to any matters not expressly provided for by this Agreement herein and in the other Loan Documents (including, without limitation, including enforcement or collection of the Notescollection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under necessary, pursuant to the circumstances as provided terms in Section 8.01the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender; provided, however, that the Administrative Agent shall not be required to take any action that (ci) except the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in this Agreementthe 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 Parentany Borrower, the Borrower any Subsidiary or any Affiliate of any of the Subsidiaries foregoing that is communicated to or obtained by it the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender or any other Secured Party other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; (ii) where the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Loan Document expressed to be governed by the laws of any jurisdiction other than the United States of America, or is required or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and liabilities of the Administrative Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law; and (iii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account. (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other 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 their respective duties and exercise their respective 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 and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. (e) The Arranger shall not have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder. (f) In case of the pendency of any proceeding with respect to any Loan Party under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. (g) The provisions of this Article VIII are solely for the benefit of the Administrative Agent and the Lenders, and, except solely to the extent of the Borrowers’ rights to consent pursuant to and subject to the conditions set forth in this Article VIII, none of the TopCo Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have knowledge of any Default or Event of Default unless and until written notice thereof is given agreed to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms provisions of this AgreementArticle VIII.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)other Loan Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, whether at the direction of the Required Lenders or otherwise but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that 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, the other Loan Documents or applicable lawLaw. Without limiting Concurrently herewith, each Lender directs the generality Administrative Agent and the Administrative Agent is authorized to enter into the Loan Documents and any other related agreements in the forms presented to the Administrative Agent. The provisions of this Section 10 are solely for the benefit of the foregoingAdministrative Agent and the Lenders, (a) and neither the Agent Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any such provisions. Each Lender agrees that in any instance in which this Agreement provides that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, such Lender shall not be subject in its instructions (or, by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. It is expressly agreed and acknowledged that the Administrative Agent is not guaranteeing performance of, or assuming any liability, for the obligations of the other parties hereto or any parties to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Collateral. The Administrative Agent shall not have liability for any duty to take any discretionary action failure, inability or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that unwillingness on the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge part of any Default or Event of Default unless Loan Party to provide accurate and until written notice thereof is given complete information on a timely basis to the Agent by Administrative Agent, or otherwise on the Borrower or a Lender. The Agent agrees part of any such party to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to comply with the terms of this Agreement, and shall have no liability for any inaccuracy or error in the performance or observance on the Administrative Agent’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof. For purposes of clarity, phrases such as “satisfactory to the Administrative Agent,” “approved by the Administrative Agent,” “acceptable to the Administrative Agent,” “as determined by the Administrative Agent,” “in the Administrative Agent’s discretion,” “selected by the Administrative Agent,” “elected by the Administrative Agent,” “requested by the Administrative Agent,” if any, and phrases of similar import (including, without limitation, any allocations to be determined by the Administrative Agent pursuant to any Loan Document or any actions required of the Administrative Agent in connection with the collection, adjustment or settlement under an insurance policy pursuant to any Loan Document) that authorize and permit the Administrative Agent to approve, disapprove, determine, act or decline to act in its discretion shall be subject to the Administrative Agent’s receiving written direction from the Required Lenders to take such action or to exercise such rights. (b) If the Person serving as the Administrative Agent hereunder is also a Lender, the Administrative Agent shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person servicing as the Administrative Agent hereunder in its individual capacity. 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 any Loan Party or any of their Affiliates as if such Person were not the Administrative Agent hereunder and without any duty to account therefore to the Lenders. (c) The Administrative Agent shall promptly provide each Lender with copies of all notices, reports and other information it receives pursuant to this Agreement and the other Loan Documents, except to the extent that any Loan Party is expressly obligated to provide the same directly to each Lender.

Authorization and Action. Each Lender By accepting the benefits of this Agreement, each Secured Party hereby designates and appoints DZ Bank to act as its agent hereunder and under each other Related Document, and authorizes the Agent to take such action actions as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, of this Agreement and the other Related Documents together with such powers and discretion as are reasonably incidental thereto. As to The Agent shall not have any matters not duties or responsibilities, except those expressly provided for by set forth herein or in any other Related Document, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement (including, without limitation, enforcement or collection of any other Related Document or otherwise exist for the Notes)Agent. In performing its functions and duties hereunder and under the other Related Documents, the Agent shall act solely as agent for the Secured Parties and does not be required to exercise any discretion or take any action, but assume nor shall be required deemed to act have assumed any obligation or to refrain from acting (and shall be fully protected in so acting relationship of trust or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the agency with or for any GWG Party. The Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement Agreement, any other Related Document or applicable law. The appointment and authority of the Agent hereunder shall terminate on the Final Payout Date. Each Secured Party hereby authorizes the Agent to execute each of the Uniform Commercial Code financing statements, together with such other instruments or documents determined by the Agent to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Secured Parties contemplated hereunder, on behalf of such Secured Party (the terms of which shall be binding on such Secured Party). The Borrower may in any event act in accordance with the instructions of the Agent without further inquiry into the authority of the Agent to give such instructions. Without limiting the generality of the foregoing, (a) the Agent shall is authorized (but not required) to act on behalf of the Secured Parties in connection with providing such instructions, approvals, waivers or consents as may from time to time be subject required hereunder or under the other Related Documents to any fiduciary permit or other implied duties, regardless of whether a Default authorize or an Event of Default has occurred and is continuing, (b) direct the Agent shall not have any duty Borrower to take or refrain from taking any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement under the Related Documents; provided that the Agent is required may at any time, in its sole discretion, elect to exercise in writing refrain from providing any such instructions, approvals, waivers or consents until such time as directed by it shall have received the Required Lenders (or such other number or percentage consent thereto of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementMajority Lenders.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders) to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise or any other Facility Document or any Related Document unless and until directed in writing as directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or the Administrative Agent on their behalf) and the Collateral Agent shall have been provided indemnity acceptable to it against any expenditure, risk, cost, expense or liability in acting on such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and direction. (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any direction, instruction or notice given by the failure to discloseMajority Lenders or the Required Lenders, any information relating to Parentas applicable, (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to Majority Lenders or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Borrower or the Servicer, prior to the occurrence and continuation of an Event of Default, or the Administrative Agent, after the occurrence and during the continuation of an Event of Default, as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders) to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any notice given by the failure to discloseMajority Lenders or the Required Lenders, any information relating to Parentas applicable, (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to Majority Lenders or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice. The Collateral Agent shall be entitled to conclusively rely upon directions provided by the Administrative Agent as if provided by the requisite Lenders authorized to provide such direction hereunder. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the Holdco Guaranty Agreement as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersLenders (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 herein), and such instructions shall be binding upon all Lenders and all holders of 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, the Holdco Guaranty Agreement or applicable law. Without limiting The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower as required by the generality terms of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that or at the Agent is required request such Borrower, and any notice provided pursuant to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.015.01(c)(iv), and (c) except as expressly set forth in this Agreement, the but otherwise no Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower ▇▇▇▇▇ ▇▇▇▇▇ or any of the its Subsidiaries or Affiliates that is communicated to or obtained by it the Person serving as an Agent or any of its Affiliates in any capacity. The Notwithstanding any provision to the contrary contained elsewhere herein, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed not to have knowledge any fiduciary relationship with any Lender, Issuing Bank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Default or Event applicable law. Instead, such term is used merely as a matter of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01market custom, and the Agent agrees is intended to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementcreate or reflect only an administrative relationship between independent contracting parties.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders) to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any notice given by the failure to discloseMajority Lenders or the Required Lenders, any information relating to Parentas applicable, (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to Majority Lenders or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. Each Lender The Buyer and each other Owner hereby irrevocably appoints and authorizes the Agent to take such action act as its agent on its behalf under this Agreement and to exercise the other Transaction Documents with such powers and discretion under this Agreement as are specifically delegated to the Agent by the terms hereofof this Agreement and the other Transaction Documents, together with such other powers and discretion as are reasonably incidental thereto. As The Agent (which term as used in this sentence and in Section 9.5 and the first sentence of Section 9.6 hereof shall include its affiliates and its own and its affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and shall not be a trustee or fiduciary for the Buyer or any other Owner; (b) shall not be responsible to the Buyer or any matters not expressly other Owner for any recital, statement, representation or warranty (whether written or oral) made in or in connection with any Transaction Document or any certificate or other document referred to or provided for in, or received by this Agreement (includingany of them under, without limitationany Transaction Document, enforcement or collection for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Transaction Document, or any other document referred to or provided for therein or for any failure by any of the Notes)Transferor, CAC, CompuCredit or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the Agent performance or observance of any covenants or agreements by any of the Transferor, CAC or the Servicer or the satisfaction of any condition or to inspect the property (including the books and records) of any of the Transferor, CAC or the Servicer or any of their Subsidiaries or Affiliates; (d) shall not be required to exercise initiate or conduct any discretion litigation or take collection proceedings under any action, but shall be required to act or to refrain from acting Transaction Document; and (and shall be fully protected in so acting or refraining from actinge) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take responsible for any action that exposes the Agent taken or omitted to personal liability be taken by it under or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to in connection with any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powersTransaction Document, except discretionary rights for its own gross negligence or willful misconduct. The Agent may employ agents and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, attorneys-in-fact and shall not be liable responsible for the failure to disclose, negligence or misconduct of any information relating to Parent, the Borrower such agents or any of the Subsidiaries that is communicated to or obtained attorneys-in-fact selected by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementwith reasonable care.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not have any duty in its instructions (or by refusing to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given provide instruction) to the Administrative Agent by the Borrower withhold its consent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementexercise its discretion in an unreasonable manner.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The duties of Agent shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Agreement or the other Loan Documents except as expressly set forth herein. As to any matters not expressly provided for by this Agreement (includingAgreement, without limitation, including enforcement or collection of the Notes)Loan, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingrefraining) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; providedLenders, however, provided that the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement the Loan Documents or applicable law. Without limiting law and provided, further, that without the generality consent of the foregoingall Lenders, (a) the Agent shall not change or modify the Commitment, any Lender's Pro Rata Share, Funded Pro Rata Share, Adjusted Pro Rata Share, or Funded Adjusted Pro Rata Share of the Commitment, the definition of "Majority Lenders," the timing or rates of interest payments, the timing or amount of facility fees, the timing or amounts of principal payments due in respect of the Loan, and provided, further, that the terms of Section 2.3 and this Article 10 shall not be subject to any fiduciary or other implied dutiesamended without the prior written consent of Agent (acting for its own account). In the absence of instructions from the Majority Lenders, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall have authority (but no obligation), in its sole discretion, to take or not have any duty to take any discretionary action, unless this Agreement specifically requires the consent of Lenders or the consent of the Majority Lenders and any such action or exercise any discretionary powersfailure to act shall be binding on all Lenders and holders of the Notes. Each Lender shall execute and deliver such additional instruments, except discretionary rights and including powers expressly contemplated by this Agreement that the of attorney in favor of Agent, as may be necessary or desirable to enable Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementpowers hereunder.

Authorization and Action. Each Lender hereby irrevocably appoints U.S. Bank as Agent, and authorizes Agent to act as its agent under the Agent Loan Documents and to take such action as agent actions on its such Lender's behalf and to exercise such powers and discretion perform such duties under this Agreement the Loan Documents as are expressly delegated to the Agent by the terms hereofthereof, together with such other powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion have no duties or take any actionresponsibilities except those expressly set forth in the Loan Documents, but and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be required read into any Loan Document or otherwise exist against Agent. Notwithstanding anything to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenderscontrary contained herein, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that which is contrary to this Agreement any Loan Document or applicable law. Without limiting the generality of the foregoing, (a) the Neither Agent nor any Lender shall not be subject responsible to any fiduciary other Lender for any recitals, statements, representations or other implied dutieswarranties made by Borrower contained in any Loan Document, regardless for the value, validity, effectiveness, genuineness, enforceability or sufficiency of whether a Default any Loan Document or an Event of Default has occurred the Collateral or for any failure by Borrower to perform its respective obligations hereunder or thereunder. Agent may employ agents and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, attorneys-in-fact and shall not be liable responsible to any Lender for the failure negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees or agents shall be responsible to discloseany Lender for any action taken or omitted to be taken by it or them under any Loan Document or in connection therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, Agent shall take such action with respect to the Loan Documents as shall be directed by the Majority Lenders. Notwithstanding the foregoing, Agent shall have the right, after consultation with Borrower, which consultation shall not be unreasonably withheld or delayed, to change the terms, structure, pricing and/or any information relating to Parent, the Borrower or amount of any of the Subsidiaries that is communicated Credits, including the right to or obtained by it or reallocate the relative principal loan amounts among any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, Term Loans and the Line of Credit, and/or to establish additional Term Loan tranches in the event a syndication of the Credits has not been successfully completed; provided however, that agent shall not have the right to change the aggregate amount of the Credits unless Agent agrees determines in its sole discretion that such change is necessary to give to each Lender prompt notice ensure a successful syndicate of each notice given to it by the Borrower pursuant to the terms of this AgreementCredits.

Authorization and Action. Each Lender hereby appoints and irrevocably authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Second Restated Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. Without limitation of the foregoing, each Lender hereby expressly authorizes the Agent to execute, deliver and perform its obligations hereunder and under each of the Loan Documents to which the Agent is a party, and to exercise hereunder or thereunder all rights, powers and remedies that the Agent may have hereunder or thereunder. Each Lender agrees that any action taken by the Agent in accordance with the provisions of this Second Restated Credit Agreement or the Loan Documents, and the exercise by the Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. As to any matters not expressly provided for hereunder or by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the NotesObligations), the Agent shall will not be required to exercise any discretion or take any action, but shall will be required to act or to refrain from acting (and shall will be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall will be binding upon all Lenders the Lenders. The duties of the Agent will be mechanical and all holders administrative in nature and the Agent will have no fiduciary relationship in respect of Notes; provided, however, that any Lender. If the Agent shall request instructions from any Lenders with respect to any act or failure to act in connection with this Second Restated Credit Agreement, the Credit Facilities or any of the Loan Documents, the Agent shall be entitled to refrain from such act or taking such action unless and until the Agent has received instructions and the Agent will have no liability to any Person or Lender by reason of so refraining. The Agent will not be required to take any action that which exposes the Agent to personal liability or that is contrary to this Agreement Second Restated Credit Agreement, any Security Document or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent, the Collateral Administrator and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersMajority Lenders or, and with respect to the Collateral Agent, the Administrative Agent; provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or, by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders), to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or the Administrative Agent on their behalf). Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such other number Person in accordance with any notice given by the Majority Lenders or percentage the Required Lenders, as applicable (or by the Administrative Agent acting at the direction of the Majority Lenders as shall be necessary under or the circumstances as provided in Section 8.01Required Lenders), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice. The Collateral Agent shall be entitled to conclusively rely upon directions provided by the Administrative Agent as if provided by the requisite Lenders authorized to provide such direction hereunder. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five-Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Facility Document to which the Administrative Agent is a party (if any) as duties on its part to be performed or observed. The Administrative Agent shall not have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)other Facility Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, provided that the Administrative Agent shall not be required to take any action that which exposes the Agent Administrative Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not have any duty in its instructions (or by refusing to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given provide instruction) to the Administrative Agent by the Borrower withhold its consent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementexercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such action as agent actions on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereofof the Loan Documents, together with such actions and powers and discretion as are reasonably incidental thereto. As . (b) Any Lender serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Lender and its Affiliates may accept deposits from, lend money to and generally engage in any matters kind of business with the Borrower or any of its Subsidiaries or other Affiliate thereof as if it were not expressly provided for by this Agreement the Administrative Agent hereunder. (including, without limitation, enforcement or collection of the Notes), the c) The Administrative Agent shall not be required to exercise have any discretion duties or take any action, but shall be required to act or to refrain from acting (and shall be fully protected obligations except those expressly set forth in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable lawLoan Documents. Without limiting the generality of the foregoing, (ai) the Administrative Agent (in such capacity) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (bii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.0111.01), and (ciii) except as expressly set forth in this Agreementthe 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 Parent, the Borrower or any of the its Subsidiaries or Affiliates that is communicated to or obtained by it the Lender serving as Administrative Agent or any of its Affiliates in any capacity. The 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 under the circumstances as provided in Section 11.01) or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a LenderLender (in which case the Administrative Agent shall promptly give a copy of such written notice to the Lenders and the Issuing Banks). The Administrative Agent agrees shall not be responsible to promptly make available any of the Lenders or Issuing Banks for or have any duty to each Lender all information ascertain or inquire into (A) any statement, warranty or representation made in or in connection with any Loan Document, (B) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (D) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in Article VI or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. (d) The Administrative Agent pursuant shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for 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 good faith in accordance with the advice of any such counsel, accountants or experts. (e) The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding subsections of this Section 5.0110.01 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. (f) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this subsection (f), the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed, and shall not be required upon the occurrence and during the continuance of an Event of Default), 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 resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a Lender or an Affiliate of a Lender. Upon the acceptance of its appointment as Administrative 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 agrees to give to each Lender prompt notice of each notice given to it shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower pursuant to a successor Administrative Agent shall be the terms same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 11.04 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. (g) Each Lender acknowledges that it has independently and without reliance upon the Administrative Agent or any other Lender 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 also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender 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.

Authorization and Action. (a) Each Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such action actions as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with under such agreements and to exercise such powers and discretion as are reasonably incidental thereto. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. (b) As to any matters not expressly provided for by this Agreement herein and in the other Loan Documents (including, without limitation, including enforcement or collection of the Notescollection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under necessary, pursuant to the circumstances as provided terms in Section 8.01the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any action that (ci) except the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in this Agreementthe 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 Parentthe Company, the Borrower any Subsidiary or any Affiliate of any of the Subsidiaries foregoing that is communicated to or obtained by it the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other obligation other than as expressly set forth herein and in the other Loan Documents, regardless of whether an Unmatured Event of Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and the transactions contemplated hereby; and (ii) nothing in this Agreement or any other Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account. (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other 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 their respective duties and exercise their respective 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 and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. (e) No Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such Persons shall have the benefit of the indemnities provided for hereunder. (f) In case of the pendency of any proceeding with respect to any Loan Party under any Federal, State or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any other Secured Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Company) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 4, 5, 7.6, 8.1, 8.3, 15.4 and 15.16) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 15.4 or 15.16). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding. (g) The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except solely to the extent of the Company’s rights to consent pursuant to and subject to the conditions set forth in this S▇▇▇▇▇▇ ▇▇, ▇▇▇▇ of the Company or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantee Obligations created under the Loan Documents, to have knowledge of any Default or Event of Default unless and until written notice thereof is given agreed to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms provisions of this AgreementSection 14.

Authorization and Action. Each Lender Investor and Certificateholder hereby irrevocably designates and appoints TSO-Fortiva Notes Holdco LP, as Agent hereunder, and authorizes the Agent to take such action actions as agent on its behalf behalf, including execution of the other Transaction Documents, and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, of this Agreement together with such actions and powers and discretion as are reasonably incidental thereto. As to The Agent shall not have any matters not duties or responsibilities, except those expressly provided for by set forth herein, or any fiduciary relationship with the Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement (includingor otherwise exist for the Agent, without limitation, enforcement regardless of whether an Event of Default or collection of the Notes)Early Redemption Event has occurred and is continuing. In performing its functions and duties hereunder, the Agent shall act solely as agent for the Investors and the Certificateholder and does not be required to exercise any discretion or take any action, but assume nor shall be required deemed to act have assumed any obligation or to refrain from acting (and shall be fully protected in so acting relationship of trust or refraining from acting) upon agency with or for the instructions Issuer, the Transferor or the Servicer or any of their successors or assigns. The provisions of this Article are solely for the benefit of the Required LendersAgent, the Investors and the Certificateholder, and none of the Issuer, the Transferor or the Servicer shall have any rights as a third party beneficiary of any such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the provisions. The Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (bi) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers; provided that, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is shall not be required to exercise take any action that, in writing as directed by its opinion or the Required Lenders (opinion of its counsel, may expose the Agent to liability or such other number that is contrary to any Transaction Document or percentage applicable law, including for the avoidance of doubt any action that may be in violation of the Lenders as shall be necessary automatic stay under the circumstances as provided in Section 8.01)any applicable law, and (cii) except as expressly set forth in this Agreementthe Transaction Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parentthe Issuer, the Borrower Transferor, the Servicer or any of the Subsidiaries their respective Affiliates that is communicated to or obtained by it the Agent or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default or Early Redemption Event unless and until written notice thereof is given to the Agent by the Borrower Issuer, the Transferor, the Servicer or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01an Investor, and the Agent agrees shall not be responsible for or have any duty to give ascertain or inquire into (A) any statement, warranty or representation made in or in connection with any Transaction Document, (B) the contents of any certificate, report or other document delivered hereunder or in connection with any Transaction Document, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Transaction Document, (D) the validity, enforceability, effectiveness or genuineness of any Transaction Document or any other agreement, instrument or document, (E) the creation, perfection or priority of Liens on the Trust Estate or the existence of the Trust Estate or (F) the satisfaction of any condition set forth in Article III or elsewhere in any Transaction Document, other than to each Lender prompt notice confirm receipt of each notice given items expressly required to it by the Borrower pursuant be delivered to the terms Agent. The Agent shall not be liable or responsible for any act or omission of this Agreementthe Account Bank.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in the Loan Documents as being subject to the consent, discretion or approval of Agent without the requirement of the approval of any Lender, such matters shall be subject to the sole discretion of Agent, its directors, officers, agents and employees. As to any matters expressly provided for in the Loan Documents as being subject to the consent, discretion or approval of the Required Lenders or of all of the Lenders, such matters shall be subject to the sole discretion of each Lender. In addition to the other matters specifically provided for herein as requiring approval or consent of all of the Lenders or of the Required Lenders, Agent shall not take any of the following actions without the prior written consent of all of the Lenders: modify, amend or waive compliance with any provision of this Agreement or any of the other Loan Documents; release any obligor or any of the Obligations or any of the Collateral; or waive any Default or Event of Default under Section 11.1(A) of this Agreement. As to any other matters not expressly provided for by this Agreement (includingthe Loan Documents, without limitation, enforcement or collection of the Notes), the Agent shall not be required entitled to exercise request instructions from the Required Lenders in exercising any discretion or take taking any action, but shall be required to act or to refrain from acting (action and shall be fully protected in so acting or refraining from acting) acting upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders Lender Parties and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable lawLaw. Without limiting In the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement event that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have has knowledge of any a Default or Event of Default unless and until written or receives a notice thereof is given from a Lender or a Borrower, the Agent shall give prompt notice thereof to the Lenders (provided that Agent by shall be deemed to have knowledge only if the Borrower officers of Agent primarily responsible for administration of the Loans have actual knowledge of such Default or Event of Default, and in no event shall any knowledge of a LenderDefault or Event of Default be imputed to Agent). The Agent agrees to promptly make available to each Lender all information delivered to may, in its discretion, or shall upon direction of the Agent Required Lenders, give any notice pursuant to Section 5.01this Agreement that is necessary for commencement of any cure period. Upon the occurrence of an Event of Default, and the Lenders shall consult with each other as to a course of action to pursue with regard to such Event of Default. After the Lenders shall have consulted with one another, Agent agrees shall promptly propose a course of action (the “Initial Proposal”) to give to each Lender prompt notice of each notice given to it be taken by the Borrower pursuant to the terms of this Agreement.Lenders including but not limited to:

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The duties of Agent shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Agreement or the other Loan Documents except as expressly set forth herein. As to any matters not expressly provided for by this Agreement (includingAgreement, without limitation, including enforcement or collection of the Notes)Loans and Letters of Credit, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingrefraining) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; providedLenders, however, provided that the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement the Loan Documents or applicable law. Without limiting law and provided, further, that without the generality consent of the foregoingall Lenders, (a) the Agent shall not change or modify any Lender's Commitment, the definition of "Majority Lenders", the timing or rates of interest payments, the timing or amounts of principal payments due in respect of Loans and Letters of Credit, and provided, further, that the terms of Section 2.5, Article 3, this Article 9 and Article 10 shall not be subject to any fiduciary or other implied dutiesamended without the prior written consent of Agent (acting for its own account). In the absence of instructions from the Majority Lenders, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall have authority (but no obligation), in its sole discretion, to take or not have any duty to take any discretionary action, unless this Agreement specifically requires the consent of Lenders or the consent of the Majority Lenders and any such action or exercise failure to act shall be binding on all Lenders. Each Lender and each holder of any discretionary powersNote shall execute and deliver such additional instruments, except discretionary rights and including powers expressly contemplated by this Agreement that the of attorney in favor of Agent, as may be necessary or desirable to enable Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementpowers hereunder.

Authorization and Action. Each Lender Certificate Purchaser hereby appoints and authorizes the Administrative Agent to take such action as agent Administrative Agent on its such Certificate Purchaser's behalf and to exercise such powers and discretion under this Agreement Lease and the other Operative Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental theretothereto (including any delegation by Trustee of any of its obligations under the Operative Documents in accordance with the provisions of such Operative Documents). This appointment and authorization is intended solely for the purpose of facilitating certain administrative and ministerial functions relating to this Lease (including (a) the determination of certain Interest Rate components and applicable Pricing Levels, and (b) the receipt and distribution of certain information, received by Administrative Agent for distribution to the Certificate Purchasers, Trustee or Lessee, as applicable (including Equipment delivery dates, subleases, substitutions and purchases, Guarantor financial information, Eurodollar Rate Investment matters and other information specified herein or in the other Operative Documents) and does not constitute the appointment of Administrative Agent as trustee for any Certificate Purchaser or as representative of any Certificate Purchaser for any other purpose. As to any matters not expressly provided for by this Agreement (includingLease or the other Operative Documents, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersCertificate Purchasers (EXCEPT actions requiring the consent of all Certificate Purchasers, in which case Administrative Agent shall act or refrain from acting upon instructions consented to by all Certificate Purchasers), and such instructions shall be binding upon all Lenders and all holders of NotesCertificate Purchasers; providedPROVIDED, howeverHOWEVER, that Administrative Agent may rely upon the Agent instructions of the Required Certificate Purchasers or all Certificate Purchasers, as the case may be, and 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 Lease or applicable lawApplicable Laws. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Administrative Agent agrees to give to each Lender Certificate Purchaser prompt notice of each notice given to it by the Borrower ▇▇▇▇▇▇, Guarantor and Trustee pursuant to the terms of this Agreementthe Operative Documents.

Authorization and Action. (a) Each Lender and the Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender and the Issuing Bank authorizes the Administrative Agent to take such action actions as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with under such agreements and to exercise such powers and discretion as are reasonably incidental thereto. Without limiting the foregoing, each Lender and the Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. (b) As to any matters not expressly provided for by this Agreement herein and in the other Loan Documents (including, without limitation, including enforcement or collection of the Notescollection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under necessary, pursuant to the circumstances as provided terms in Section 8.01the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and the Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any action that (ci) except the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Bank with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in this Agreementthe 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 Parentthe Borrower, the Borrower any Subsidiary or any Affiliate of any of the Subsidiaries foregoing that is communicated to or obtained by it the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and the Issuing Bank (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, the Issuing Bank or any other holder of Obligations other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; and (ii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account. (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other 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 their respective duties and exercise their respective 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 and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. (e) None of any Co-Syndication Agent, any Co-Documentation Agent or any Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder. (f) In case of the pendency of any proceeding with respect to the Borrower under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any reimbursement obligation in respect of any LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Bank and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, the Issuing Bank and each other holder of Obligations to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Bank or the other holders of Obligations, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed not to have knowledge authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Default Lender or Event the Issuing Bank any plan of Default unless reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or the Issuing Bank in any such proceeding. (g) The provisions of this Article VIII are solely for the benefit of the Administrative Agent, the Lenders and until written notice thereof is given the Issuing Bank, and, except solely to the Agent by extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article VIII, none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a Lenderthird party beneficiary under any such provisions. The Agent agrees Each holder of the Obligations, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Guarantees of the Obligations provided under the Loan Documents, to promptly make available to each Lender all information delivered have agreed to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms provisions of this AgreementArticle VIII.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the each Agent to take such action as are expressly set forth herein as agent on its behalf and to exercise such its respective powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents to which such Agent is a party, as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. In addition, each Secured Party hereby appoints the Collateral Agent to act as its agent and representative for purposes of perfecting a security interest in the Collateral for the benefit of the Secured Parties (including to act as the representative “secured party” and “secured party of record” for purposes of the UCC) and to take such actions in connection therewith as expressly provided for herein or in the other Facility Documents to which it is a party or as directed in writing by the Required Lenders. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of any Agent shall be read into this Agreement or any other Facility Document as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby and thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions reasonable written instructions, subject to Section 10.03(b)(xi), of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, provided that the no Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement Agreement, the other Facility Documents or applicable lawApplicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Without limiting Each Lender agrees that in any instance in which the generality Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its written instructions (or, by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. For the avoidance of doubt, the Administrative Agent shall have no obligation to provide consent or exercise discretion in the absence of such written instructions, and shall incur no liability to any Lender or any other Person in not providing such consent or using such discretion. (b) In furtherance of the foregoing, so long as The Bank of New York Mellon is the Administrative Agent or the Collateral Agent, whenever reference is made in this Agreement or the other Facility Documents to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (aor not to be) suffered or omitted by either the |US-DOCS\161499384.7|| Administrative Agent or the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by either the Administrative Agent or the Collateral Agent, it is understood that the Administrative Agent or the Collateral Agent shall not be acting solely at the written direction of the number or percentage of Lenders as shall be expressly provided for herein or in the other Facility Documents, and in the absence of such specification, by the Required Lenders or the Lead Borrower, as applicable, and shall be fully protected in acting pursuant to such directions; provided, however, if either Agent receives conflicting instructions from the Required Lenders and the Lead Borrower prior to taking such action, the instructions of the Required Lenders shall control. Notwithstanding anything contained in this Agreement or the other Facility Documents to the contrary, without limiting any rights, protections, immunities or indemnities afforded to the Administrative Agent hereunder (including without limitation this Article X), phrases such as “satisfactory to the Administrative Agent,” “approved by the Administrative Agent,” “acceptable to the Administrative Agent,” “as determined by the Administrative Agent,” “designed by the Administrative Agent”, “specified by the Administrative Agent”, “in the Administrative Agent’s discretion,” “selected by the Administrative Agent,” “elected by the Administrative Agent,” “requested by the Administrative Agent,” “in the opinion of the Administrative Agent,” “required by the Administrative Agent”, “as the Administrative Agent deems necessary or advisable” and phrases of similar import that authorize or permit the Administrative Agent to approve, disapprove, determine, act, evaluate or decline to act in its discretion shall be subject to any fiduciary or other implied duties, regardless of whether the Administrative Agent receiving a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by direction from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under expressly provided for herein or in the circumstances as provided in Section 8.01other Facility Documents), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders), to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any direction, instruction or notice given by the failure to discloseMajority Lenders or the Required Lenders, any information relating to Parent, as applicable (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to Majority Lenders or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01Required Lenders), and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementAgreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice. The Collateral Agent shall be entitled to conclusively rely upon directions, instructions and notices provided by the Administrative Agent as if provided by the requisite Lenders authorized to provide such direction, instruction or notice hereunder. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader.

Authorization and Action. (a) Each Lender of the Owners hereby designates and appoints JPMorgan as Note Agent hereunder, and authorizes the Note Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Note Agent under this Agreement and any related agreement, instrument and document as are delegated to the Note Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. As The Note 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 matters not expressly provided for by amendment, modification or waiver of this Agreement (includingor any related agreement, without limitationinstrument and document, enforcement or collection in each instance, on behalf of the Notes), the Owners. The Note Agent shall not be required to exercise have any discretion duties or take responsibilities, except those expressly set forth herein, or any actionfiduciary relationship with any Owner, but and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Note Agent shall be required to act read into this Agreement or to refrain from acting (otherwise exist for the Note Agent. In performing its functions and duties hereunder, the Note Agent does not assume nor shall be fully protected in so acting deemed to have assumed any obligation or refraining from acting) upon relationship of trust or agency with or for the instructions Depositor or the Issuer or any of its successors or assigns. Notwithstanding anything herein or elsewhere to the Required Lenderscontrary, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Note Agent shall not be required to take any action that which exposes the Note Agent to personal liability or that which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, . (b) Each Purchaser and each subsequent Owner from time to time hereby acknowledges and agrees that all payments in respect of the Agent shall not have any duty Note and in respect of fees and other amounts owing to take any discretionary action or exercise any discretionary powersthe Owners under this Agreement shall, except discretionary rights and powers as otherwise expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed provided herein, be remitted by the Required Lenders (or such other number or percentage applicable payor to the Note Agent on behalf of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01Owners, and the Note Agent agrees shall distribute all such amounts, promptly following receipt thereof, to give the applicable parties in interest according to each Lender prompt notice of each notice given to it their respective interests therein, determined by the Borrower pursuant reference to the terms of the Sale and Servicing Agreement, the Indenture, this AgreementAgreement and the Note Agent's books and records relating to the Note (it being agreed that the entries made in such books and records of the Note Agent shall be conclusive and binding for all purposes absent manifest error).

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. None of the Agents or the Collateral Administrator shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent or the Collateral Administrator shall be read into this Agreement or any other Facility Document to which such Agent or the Collateral Administrator is a party (if any) as duties on its part to be performed or observed. None of the Agents or the Collateral Administrator shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection none of the Notes), Agents or the Agent Collateral Administrator shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability or that the Collateral Administrator liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s or the Collateral Administrator’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s or the Collateral Administrator’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders) to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent or the Collateral Administrator to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any direction, instruction or notice given by the failure to discloseMajority Lenders or the Required Lenders, any information relating to Parent, as applicable (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to Majority Lenders or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01Required Lenders), and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice. The Collateral Agent shall be entitled to conclusively rely upon directions provided by the Administrative Agent as if provided by the requisite Lenders authorized to provide such direction hereunder. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent or the Collateral Administrator is required to decide between alternative courses of action, it may request written instructions from the Borrower or the Collateral Manager, prior to the occurrence and continuation of an Event of Default, or the Administrative Agent, after the occurrence and during the continuation of an Event of Default, as to the course of action desired by it. If the Collateral Agent or the Collateral Administrator, as applicable, does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent or the Collateral Administrator may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent or the Collateral Administrator shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions. (e) Nothing herein obligates the Collateral Agent to commence, prosecute or defend legal proceedings in any instance, whether on behalf of the Borrower or on its own behalf or otherwise, with respect to any matter arising hereunder, or relating to this Agreement or the services contemplated hereby.

Authorization and Action. Each Lender and the Board and the Supplemental Guarantor hereby appoints and authorizes (i) the Agent to take such action as administrative agent on its behalf and to exercise such powers and discretion under this Agreement, the Notes and the other Loan Documents as are delegated by such Lender, the Supplemental Guarantor and the Board to it as Agent by the terms hereof and thereof and (ii) the Collateral Agent to take such action as collateral agent on its behalf and to exercise such powers under the Security Agreement as are delegated by such Lender, the Supplemental Guarantor and the Board to the it as Collateral Agent by the terms hereofhereof and thereof, together together, in each case, with such powers and discretion as are reasonably incidental theretothereto (the Agent and the Collateral Agent are referred to in this Article IX individually as a "Facility Agent" and collectively, as the "Facility Agents"), and each Facility Agent hereby accepts such authorization and appointment. As to any matters not expressly provided for by this Agreement, the Notes, a Security Agreement or any other Loan Document or provided for with specific reference to this Section 9.1 (including, without limitation, enforcement or collection of the Notes), the neither Facility Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingaction) upon the instructions of the Required LendersBoard or, if the Board Guarantee has terminated without a payment having been made thereunder, the Requisite Lenders and such instructions shall be binding upon all Lenders and all holders of Notesthe Supplemental Guarantor; provided, however, that the neither Facility Agent shall not be required to take any action that which exposes the such Facility Agent to personal liability or that which is contrary to this Agreement Agreement, the Board Guarantee, the Security Documents, the Supplemental Guarantee, any Note or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject As to any fiduciary or other implied duties, regardless provision of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Security Agreement or any other Loan Document under which action may be taken or approval given by less than all of the Lenders and/or the Board, as the case may be, the action taken or approval given by the Requisite Lenders and/or the Board, as the case may be, shall be binding upon all Lenders and the Supplemental Guarantor to the same extent and with the same effect as if each Lender and the Supplemental Guarantor had joined therein. Each Facility Agent shall not be entitled to rely upon any note, notice, consent, certificate, affidavit, letter, telegram, teletype message, facsimile transmission, statement, order, other document or other instrument or writing believed by it to be genuine and correct and to have been signed or sent by the proper person or persons and, in respect of legal matters, upon the opinion of counsel selected by such Facility Agent. The Agent may deem and treat the payee of each Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent. Any request, authority or consent of any duty to disclosePerson who at the time of making such request or giving such authority or consent is the holder of a Note shall be conclusive and binding on any subsequent holder, and transferee or assignee of such Note. The Facility Agents shall not be liable for the failure required to disclose, any information relating to Parent, the Borrower expend or risk any of their own funds or otherwise incur any financial or other liability in the Subsidiaries that is communicated to or obtained by it or performance of any of its Affiliates in their respective duties hereunder; it being acknowledged and agreed that the performance of ordinary course activities hereunder shall not be interpreted as requiring the Facility Agents to risk any capacity. The Agent shall be deemed not to have knowledge of funds or incur any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementsuch liability.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement Agreement, the other Facility Documents or applicable lawApplicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Without limiting Each Lender agrees that in any instance in which the generality Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of the foregoingsuch Agent’s reasonable discretion, (a) the Agent or provide to a similar effect, it shall not be subject in its instructions (or by refusing to any fiduciary provide instruction) to such Agent withhold its consent or other implied duties, regardless of whether a Default or exercise its discretion in an Event of Default has occurred and is continuing, unreasonable manner. (b) If the Collateral Agent shall not have any duty to take any discretionary action has been requested or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage by the Administrative Agent acting at the direction of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Required Lenders), and (c) except as expressly set forth in to take any action pursuant to any provision of this AgreementAgreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other Facility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expensesexpense or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costscost, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to disclosetake any action to exercise or enforce any power, and shall not be liable for the failure right or remedy available to disclose, any information relating to Parent, the Borrower it under this Agreement or any of the Subsidiaries that is communicated to or obtained by it other Facility Document or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default Related Document unless and until written notice thereof is given to the Agent directed by the Borrower Required Lenders (or a Lender. The the Administrative Agent agrees to promptly make available to each Lender all information delivered to on their behalf). (c) Neither the Collateral Agent pursuant to Section 5.01nor any officer, and the Agent agrees to give to each Lender prompt notice of each agent or representative thereof shall be personally liable for any action taken by any such Person in accordance with any direction, instruction or notice given to it by the Borrower Required Lenders (or by the Administrative Agent acting at the direction of the Required Lenders), pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Required Lenders or Persons purporting to be the Required Lenders are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Required Lenders or Persons purporting to be the Required Lenders are not entitled to give such direction, instruction or notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Borrower or the Servicer, with a copy to the Administrative Agent, prior to the occurrence and continuation of an Event of Default, or the Administrative Agent, after the occurrence and during the continuation of an Event of Default, as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersMajorityRequired Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders), to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any direction, instruction or notice given by the failure to discloseMajority Lenders or the Required Lenders, any information relating to Parent, as applicable (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to Majority Lenders or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01Required Lenders), and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Borrower or the Servicer, with a copy to the Administrative Agent, prior to the occurrence and continuation of an Event of Default, or the Administrative Agent, after the occurrence and during the continuation of an Event of Default, as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. Each Lender and the Board hereby appoints and authorizes each of the Agent and the Collateral Agent to take such action as administrative agent and collateral agent, respectively, on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated by such Lender to the it as Agent or Collateral Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, and each of the Agent and the Collateral Agent hereby accepts such authorization and appointment. As The Agent and the Collateral Agent shall be obligated to perform such duties and only such duties as are specifically set forth in this Agreement and the other Loan Documents and no implied covenants or obligations shall be read into this Agreement or any other Loan Document against the Agent or the Collateral Agent. Except with respect to any matters not matter as to which the Agent or the Collateral Agent is expressly provided for directed to take any specific action (or refrain from taking any specific action) by the terms of this Agreement or any other Loan Documents, neither the Agent nor the Collateral Agent shall be required to take any action (including, without limitation, enforcement including making any determination) or collection refrain from taking any action except upon the written instructions of the Notes)Controlling Creditor, and neither the Agent nor the Collateral Agent shall not be required to exercise any discretion vested in the Agent or take the Collateral Agent under this Agreement or any actionother Loan Document, but each of the Agent and the Collateral Agent shall be required to act or to refrain from acting with regard to any such action and exercise or refrain from exercising such discretion (and shall be fully protected in in, and shall have no liability for, so acting or refraining from acting) action upon the such written instructions of the Required LendersControlling Creditor (including, without limitation, with respect to matters arising under the Collateral Documents and the other Loan Documents), and such instructions shall be binding upon all Lenders and all holders of Notesthe Board; provided, however, that neither the Agent nor the Collateral Agent shall not be required to take any action that exposes which could expose either the Agent or the Collateral Agent to personal liability or that which is contrary to this Agreement Agreement, the Board Guaranty, any Counter-Guarantee, any Counter-Guarantor Letter of Credit, the Notes any other Loan Document or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject As to any fiduciary or other implied duties, regardless provisions of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed or any other Loan Document under which action may be taken or approval given by the Required Lenders (or such other number or percentage less than all of the Lenders or the Board or both, as the case may be, the action taken or approval given by the required Lenders or the Board or both, as the case may be, shall be necessary under binding upon all Lenders and the circumstances Board to the same extent and with the same effect as provided if each Lender and the Board had joined therein. Each of the Agent and the Collateral Agent shall be entitled to rely upon any note, notice, consent, certificate, affidavit, letter, telegram, teletype message, facsimile transmission, statement, order or other document, instrument or writing believed by it to be genuine and correct and to have been signed or sent by the proper person or persons and, in Section 8.01)respect of legal matters, upon the opinion of counsel selected by the Agent or the Collateral Agent. Each of the Agent and (c) except the Collateral Agent may deem and treat the payee of the Notes as expressly set forth in the owner thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent and the Collateral Agent. Any request, authority or consent of any Person who at the time of making such request or giving such authority or consent is the holder of the Loan shall be conclusive and binding on any subsequent holder, transferee or assignee of the Loan. Upon any delivery of any instructions to the Collateral Agent by the Requisite Lenders pursuant to this Agreement, the Agent shall not have any duty certify to disclosethe Collateral Agent that the Lenders delivering such instructions constitute the Requisite Lenders under the Agreement and (i) the Collateral Agent may but shall be under no obligation to follow such instructions until the Agent shall certify to the Collateral Agent that the Lenders delivering such instructions constitute the Requisite Lenders under the Agreement and (ii) the Collateral Agent shall be fully protected in, and shall have no liability for, following such instructions whether or not the Agent shall have made the certification referred to in clause (i) above or declining to follow such instructions until the Agent shall have made the certification referred to in clause (i) above. Each Lender and the Board hereby authorizes and directs the Collateral Agent to enter into the Collateral Documents on its behalf, and acknowledges and agrees to all of the terms and conditions thereof and agrees to be liable for the failure to disclose, any information relating to Parent, the Borrower bound thereby. No provision of this Agreement or any of other Loan Document shall be deemed to impose any duty or obligation on the Subsidiaries that is communicated Collateral Agent to perform any act or obtained by acts or exercise any right, power, duty or obligation conferred or imposed on it or any of its Affiliates in any capacity. The jurisdiction in which it shall be illegal or in which the Collateral Agent shall be deemed not unqualified or incompetent to have knowledge of perform any Default such act or Event of Default unless and until written notice thereof is given acts or to exercise any such right, power, duty or obligation or if such performance or exercise would constitute doing business by the Collateral Agent in such jurisdiction or impose a tax on the Collateral Agent by reason thereof or to risk its own funds or otherwise incur any financial liability in the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice performance of each notice given to it by the Borrower pursuant to the terms of this Agreementits duties hereunder.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Administrative Agent has been requested or directed by the Required Lenders to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Administrative Agent shall not be subject under any obligation to exercise any fiduciary of the rights or other implied dutiespowers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, regardless expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of whether a Default this Agreement or an Event any Facility Document shall otherwise be construed to require the Administrative Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expense or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, cost, expense or liability. For the avoidance of Default has occurred and is continuingdoubt, (b) the Administrative Agent shall not have any duty or obligation to take any discretionary affirmative action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any Facility Document or Collateral Loan Document unless and until directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementLenders.

Authorization and Action. (a) Each Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such action actions as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with under such agreements and to exercise such powers and discretion as are reasonably incidental thereto. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. (b) As to any matters not expressly provided for by this Agreement herein and in the other Loan Documents (including, without limitation, including enforcement or collection of the Notescollection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under necessary, pursuant to the circumstances as provided terms in Section 8.01the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any action that (ci) except the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in this Agreementthe 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 Parentthe Borrower, the Borrower any Subsidiary or any Affiliate of any of the Subsidiaries foregoing that is communicated to or obtained by it the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (A) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other obligation other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; and (B) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account; (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other 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 their respective duties and exercise their respective 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 and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. (e) None of any Co-Syndication Agent, any Co-Documentation Agent or any Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder. (f) In case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any reimbursement obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (A) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and (B) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed not to have knowledge authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Default Lender or Event Issuing Bank any plan of Default unless reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding. (g) The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and until written notice thereof is given the Issuing Banks, and, except solely to the Agent by extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a Lenderthird party beneficiary under any such provisions. The Agent agrees Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to promptly make available to each Lender all information delivered have agreed to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms provisions of this AgreementArticle.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable discretion, or provide to a similar effect, it shall not have any duty in its instructions (or by refusing to disclose, and shall not be liable for the failure provide instruction) to disclose, any information relating to Parent, the Borrower such Agent withhold its consent or any of the Subsidiaries that is communicated to or obtained by it or any of exercise its Affiliates discretion in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementan unreasonable manner.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Administrative Agent has been requested or directed by the Required Lenders to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Administrative Agent shall not be subject under any obligation to exercise any fiduciary of the rights or other implied dutiespowers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, regardless expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of whether a Default this Agreement or an Event any Facility Document shall otherwise be construed to require the Administrative Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expense or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, cost, expense or liability. For the avoidance of Default has occurred and is continuingdoubt, (b) the Administrative Agent shall not have any duty or obligation to take any discretionary affirmative action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any Facility Document or Collateral Loan Document unless and until directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and Lenders. (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for the failure to disclose, any information relating to Parent, the Borrower or action taken by any of the Subsidiaries that is communicated to or obtained by it or such Person in accordance with any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower Administrative Agent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Administrative Agent or the Required Lenders or Persons purporting to be the Administrative Agent or the Required Lenders are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender hereby appoints and authorizes GE Capital to act on behalf of all Lenders as the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Papers. The provisions of this Section 9.01 are solely for the benefit of the Administrative Agent and Lenders and neither the Borrower nor any other Person shall have any rights as are delegated to a third party beneficiary of any of the Agent by the terms provisions hereof, together with such powers . In performing its functions and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by duties under this Agreement (includingand the other Loan Papers, without limitationthe Administrative Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Parent, enforcement or collection the Borrower, any of the Notes), Borrower's Subsidiaries or any other Person. The Administrative Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Papers. The duties of the Administrative Agent shall be mechanical and administrative in nature and the Administrative Agent shall not have, or be required deemed to exercise have, by reason of this Agreement, any discretion other Loan Paper or take otherwise a fiduciary relationship in respect of any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable lawLender. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except Except as expressly set forth in this AgreementAgreement and the other Loan Papers, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent, the Borrower or any of the their respective Subsidiaries or any account debtor that is communicated to or obtained by it GE Capital or any of its Affiliates in any capacity. The Neither the Administrative Agent nor any of its Affiliates nor any of their respective officers, directors, employees, agents or representatives shall be liable to any Lender for any action taken or omitted to be taken by it hereunder or under any other Loan Paper, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct. (b) If the Administrative Agent shall request instructions from Majority Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Paper, then the Administrative Agent shall be deemed not entitled to have knowledge of any Default refrain from such act or Event of Default taking such action unless and until written notice thereof is given to the Administrative Agent by shall have received instructions from Majority Lenders or all affected Lenders, as the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01case may be, and the Administrative Agent agrees shall not incur liability to give any Person by reason of so refraining. The Administrative Agent shall be fully justified in failing or refusing to each Lender prompt notice take any action hereunder or under any other Loan Paper (a) if such action would, in the opinion of each notice given the Administrative Agent, be contrary to it by the Borrower pursuant to law or the terms of this AgreementAgreement or any other Loan Paper, (b) if such action would, in the opinion of the Administrative Agent, expose the Administrative Agent to Environmental Liabilities or (c) if the Administrative Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder or under any other Loan Paper in accordance with the instructions of Majority Lenders or all affected Lenders, as applicable.

Authorization and Action. (a) Each Lender hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender authorizes the Administrative Agent to take such action actions as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with under such agreements and to exercise such powers and discretion as are reasonably incidental thereto. Further, each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties, hereby irrevocably empower and authorize JPMorgan Chase Bank, N.A. (in its capacity as Administrative Agent) to execute and deliver the Collateral Documents and all related documents or instruments as shall be necessary or appropriate to effect the purposes of the Collateral Documents. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such ▇▇▇▇▇▇’s behalf. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. (b) As to any matters not expressly provided for by this Agreement herein and in the other Loan Documents (including, without limitation, including enforcement or collection of the Notescollection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under necessary, pursuant to the circumstances as provided terms in Section 8.01the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender; provided, however, that the Administrative Agent shall not be required to take any action that (ci) except the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in this Agreementthe 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 Parentany Borrower, the Borrower any Restricted Subsidiary or any Affiliate of any of the Subsidiaries foregoing that is communicated to or obtained by it the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender or any other Secured Party other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; (ii) where the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Loan Document expressed to be governed by the laws of any jurisdiction other than the United States of America, or is required or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and liabilities of the Administrative Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law; and (iii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account. (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other 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 their respective duties and exercise their respective 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 and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. (e) The Arrangers, the Syndication Agent and the Co-Documentation Agents shall not have obligations or duties whatsoever in such capacities under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacities, but all such persons shall have the benefit of the indemnities provided for hereunder. (f) In case of the pendency of any proceeding with respect to any Loan Party under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. (g) The provisions of this Article VIII are solely for the benefit of the Administrative Agent and the Lenders, and, except solely to the extent of the Borrowers’ rights to consent pursuant to and subject to the conditions set forth in this Article VIII, none of the TopCo Borrower or any Restricted Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have knowledge of any Default or Event of Default unless and until written notice thereof is given agreed to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms provisions of this AgreementArticle VIII.

Authorization and Action. Each Lender and the Swingline Lender hereby irrevocably appoints ▇▇▇▇▇ Fargo as Agent and authorizes Agent to act as its agent under the Agent Loan Documents, and to take such action as agent actions on its such Lender Party's behalf and to exercise such powers and discretion perform such duties under this Agreement the Loan Documents as are expressly delegated to the Agent by the terms hereofthereof, together with such other powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion have no duties or take any actionresponsibilities except those expressly set forth in the Loan Documents, but and no implied covenants, functions, responsibilities, duties, obligations, or liabilities shall be required read into any Loan Document or otherwise exist against Agent. Anything to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenderscontrary contained herein notwithstanding, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that which is contrary to this Agreement any Loan Document or applicable law. Without limiting the generality of the foregoing, (a) the Neither Agent nor any other Lender Party shall not be subject responsible to any fiduciary other Lender Party for any recitals, statements, representations, or other implied dutieswarranties made by Borrower contained in any Loan Document, regardless for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of whether a Default any Loan Document or an Event of Default has occurred the Collateral or for any failure by Borrower to perform its respective obligations hereunder or thereunder. Agent may employ agents and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, attorneys-in-fact and shall not be liable responsible to any Lender Party for the failure to disclose, negligence or misconduct of any information relating to Parent, the Borrower such agents or attorneys- in-fact selected by it with reasonable care. Neither Agent nor any of the Subsidiaries that is communicated its directors, officers, employees, or agents shall be responsible to any Lender Party for any action taken or obtained omitted to be taken by it or them under any of Loan Document or in connection therewith, except for its Affiliates in any capacityor their own gross negligence or wilful misconduct. The Except as otherwise provided under this Credit Agreement, Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given take such action with respect to the Agent Loan Documents as shall be directed by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementMajority Lenders.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Facility Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the Facility Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. The Facility Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of the Facility Agent shall be read into this Agreement or any other Facility Document to which the Facility Agent is a party (if any) as duties on its part to be performed or observed. The Facility Agent shall not have or be construed to have any other duties or responsibilities in respect of this Agreement and the transactions contemplated hereby. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)other Facility Documents, the Facility Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, provided that the Facility Agent shall not be required to take any action that which exposes the Agent Facility Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Facility Agent’s consent may not be unreasonably withheld, provide for the exercise of the Facility Agent’s reasonable discretion, or provide to a similar effect, it shall not have any duty in its instructions (or, by refusing to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given provide instruction) to the Facility Agent by the Borrower withhold its consent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementexercise its discretion in an unreasonable manner.

Authorization and Action. Each Lender hereby appoints and authorizes ------------------------ the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The duties of the Agent shall be mechanical and administrative in nature, except as provided in Section 2.04. The Agent shall hold all payments and prepayments of principal and interest on the Loans and Note and any payments made pursuant to this Agreement (except pursuant to Section 2.07) or the Pledge Agreement in trust for the Lenders. The Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender, and nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to or shall be construed to impose upon the Agent any obligations in respect of this Agreement or the other Loan Documents except as expressly set forth herein or therein. As to any matters not expressly provided for by this Agreement (includingAgreement, without limitation, including enforcement or collection of the Notes)Loans, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingrefraining) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders and all holders any holder of Notesthe Note; provided, however, provided that the Agent -------- shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement the Loan Documents or applicable law. Without limiting ; provided, further, that without the generality consent of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreementall Lenders, the Agent shall not have -------- ------- increase a Lender's Commitment, change or modify the conditions precedent set forth in Article III, the timing or rates of interest payments, the timing or amount of commitment fees, or the timing or amounts of principal payments due in respect of Loans, Section 5.02 or this Section 7.01, or release any duty to discloseCollateral (except as provided under the Loan Documents); and Provided, and further, that the -------- ------- terms of this Article VII shall not be liable amended without the prior written consent of the Agent (acting for its own account). In the absence of instructions from the Majority Lenders, the Agent shall have authority, in its sole discretion, to take or not to take any action unless this Agreement specifically requires the consent of the Lenders, and any such action or failure to disclose, any information relating to Parent, act shall be binding on all the Borrower or any Lenders and on the holder of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementNote.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. ‎No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party nor any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders) to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any notice given by the failure to discloseMajority Lenders or the Required Lenders, any information relating to Parentas applicable, (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to Majority Lenders or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent shall be under no obligation to execute any of the rights or powers provided to it in this Agreement at the request or instruction of the Required Lenders unless such Lenders have provided the Agent with an indemnity against the costs, expenses and liability which might be incurred by taking, or refraining from taking, such action. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01)) and determined in accordance with this Section 7.01, and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.015.02, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and irrevocably authorizes the Agent Agents to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent Agents by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. Without limitation of the foregoing, each Lender hereby expressly authorizes Agents to execute, deliver and perform its obligations hereunder and under each of the Loan Documents to which either of Agents are a party, and to exercise hereunder or thereunder all rights, powers and remedies that Agents may have hereunder or thereunder. Each Lender agrees that any action taken by Agents in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by Agents of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, will be authorized and binding upon all Lenders. As to any matters not expressly provided for hereunder or by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the NotesObligations), the Agent shall Agents will not be required to exercise any discretion or take any action, but shall will be required to act or to refrain from acting (and shall will be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders (or if applicable under Section 12.4 below, all Lenders), and such instructions shall will be binding upon all Lenders. The duties of Agents will be mechanical and administrative in nature and Agents will have no fiduciary relationship in respect of any Lender. If Agents will request instructions from any Lenders with respect to any act or failure to act in connection with this Agreement, the Credit Facilities or any of the Loan Documents, Agents will be entitled to refrain from such act or taking such action unless and all holders until Agents have received instructions and Agents will have no liability to any Person or Lender by reason of Notes; provided, however, that the Agent shall so refraining. Agents will not be required to take any action that which exposes the Agent Agents to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender, on behalf of itself and any of its Affiliates that are Secured Parties, hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender hereby appoints and authorizes the Administrative Agent to take such action actions as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with under such agreements and to exercise such powers and discretion as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Lender’s behalf. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. (a) As to any matters not expressly provided for by this Agreement herein and in the other Loan Documents (including, without limitation, including enforcement or collection of the Notescollection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under necessary, pursuant to the circumstances as provided terms in Section 8.01the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender; provided, however, that the Administrative Agent shall not be required to take any action that (ci) except the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable Law, including any action that may be in violation of the automatic stay under any requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in this Agreementthe 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 Parentany Borrower, the Borrower any other Loan Party, any Subsidiary or any Affiliate of any of the Subsidiaries foregoing that is communicated to or obtained by it the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, any other Secured Party or holder of any other obligation DB1/ 131320059.16 other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable Law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; (ii) where the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Loan Document expressed to be governed by the laws of any applicable jurisdiction, or is required or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and liabilities of the Administrative Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law; and (iii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account; (a) The Administrative Agent may perform any of 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 their respective duties and exercise their respective 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 and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. (b) None of any Arranger or bookrunner shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder. (c) In case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (iv) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and (v) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender and each other Secured Party to make DB1/ 131320059.16 such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. (a) The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and, except solely to the extent of the Parent Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of any Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have knowledge of any Default or Event of Default unless and until written notice thereof is given agreed to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms provisions of this AgreementArticle.

Authorization and Action. Each Lender and the Board hereby appoints and authorizes each of the Agent and the Collateral Agent to take such action as administrative agent and collateral agent, respectively, on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated by such Lender to the it as Agent or Collateral Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, and each of the Agent and the Collateral Agent hereby accepts such authorization and appointment. As The Agent and the Collateral Agent shall be obligated to perform such duties and only such duties as are specifically set forth in this Agreement and the other Loan Documents and no implied covenants or obligations shall be read into this Agreement or any other Loan Document against the Agent or the Collateral Agent. Except with respect to any matters not matter as to which the Agent or the Collateral Agent is expressly provided for directed to take any specific action (or refrain from taking any specific action) by the terms of this Agreement or any other Loan Documents, neither the Agent nor the Collateral Agent shall be required to take any action (including, without limitation, enforcement including making any determination) or collection refrain from taking any action except upon the written instructions of the Notes)Controlling Creditor, and neither the Agent nor the Collateral Agent shall not be required to exercise any discretion vested in the Agent or take the Collateral Agent under this Agreement or any actionother Loan Document, but each of the Agent and the Collateral Agent shall be required to act or to refrain from acting with regard to any such action (and shall be fully protected in in, and shall have no liability for, so acting or refraining from actingaction) upon the such written instructions of the Required LendersControlling Creditor (including, without limitation, with respect to matters arising under the Collateral Documents and the other Loan Documents), and such instructions shall be binding upon all Lenders and all holders of Notesthe Board; provided, however, that neither the Agent nor the Collateral Agent shall not be required to take any action that exposes which could reasonably be expected to expose either the Agent or the Collateral Agent to personal liability or that which is contrary to this Agreement Agreement, the Board Guaranty, any other Loan Document or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject As to any fiduciary or other implied duties, regardless provisions of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed or any other Loan Document under which action may be taken or approval given by the Required Lenders (or such other number or percentage less than all of the Lenders or the Board or both, as the case may be, the action taken or approval given by the required Lenders or the Board or both, as the case may be, shall be necessary under binding upon all Lenders and the circumstances Board to the same extent and with the same effect as provided if each Lender and the Board had joined therein. Each of the Agent and the Collateral Agent shall be entitled to rely upon any note, notice, consent, certificate, affidavit, letter, telegram, teletype message, facsimile transmission, statement, order or other document, instrument or writing believed by it to be genuine and to have been signed or sent by the proper person or persons and, in Section 8.01)respect of legal matters, upon the opinion of counsel selected by the Agent or the Collateral Agent. Each of the Agent and (c) except the Collateral Agent may deem and treat the payee of the Notes as expressly set forth in the owner thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent and the Collateral Agent. Any request, authority or consent of any Person who at the time of making such request or giving such authority or consent is the holder of the Loan shall be conclusive and binding on any subsequent holder, transferee or assignee of the Loan. Upon any delivery of any instructions to the Collateral Agent by the Requisite Lenders pursuant to this Agreement, the Agent shall not have any duty certify to disclosethe Collateral Agent that the Lenders delivering such instructions constitute the Requisite Lenders under the Agreement and (i) the Collateral Agent may but shall be under no obligation to follow such instructions until the Agent shall certify to the Collateral Agent that the Lenders delivering such instructions constitute the Requisite Lenders under the Agreement and (ii) the Collateral Agent shall be fully protected in, and shall have no liability for, following such instructions whether or not the Agent shall have made the certification referred to in clause (i) above or declining to follow such instructions until the Agent shall have made the certification referred to in clause (i) above. Each Lender and the Board hereby authorizes and directs the Collateral Agent to enter into the Collateral Documents on its behalf, and acknowledges and agrees to all of the terms and conditions thereof and agrees to be liable for the failure to disclose, any information relating to Parent, the Borrower bound thereby. No provision of this Agreement or any of other Loan Document shall be deemed to impose any duty or obligation on the Subsidiaries that is communicated Collateral Agent to perform any act or obtained by acts or exercise any right, power, duty or obligation conferred or imposed on it or any of its Affiliates in any capacity. The jurisdiction in which it shall be illegal or in which the Collateral Agent shall be deemed not unqualified or incompetent to have knowledge of perform any Default such act or Event of Default unless and until written notice thereof is given acts or to exercise any such right, power, duty or obligation or if such performance or exercise would constitute doing business by the Collateral Agent in such jurisdiction or impose a tax on the Collateral Agent by reason thereof or to risk its own funds or otherwise incur any financial liability in the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice performance of each notice given to it by the Borrower pursuant to the terms of this Agreementits duties hereunder.

Authorization and Action. (a) Each Lender Bank hereby appoints and authorizes the Agent Administrative Agent, as administrative agent on behalf of such Bank, to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement hereunder as are delegated to the Administrative Agent by the terms hereofthereof, together with such powers and discretion as are reasonably incidental thereto. As to any (x) matters requiring or permitting an approval, consent, waiver, election or other action by a specified portion of Banks, (y) matters as to which, notwithstanding any delegation of authority to the Administrative Agent, the Administrative Agent has requested and received instructions from the Majority Banks, and (z) matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)hereby, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting only (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersMajority Banks (or, in the case of matters described in clause (x) above, the specified portion of the Banks), and such instructions shall be binding upon all Lenders and all holders of NotesBanks; provided, however, that 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. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacityLaw. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Administrative Agent agrees to give to each Lender Bank prompt notice of each notice given to it by the Borrower pursuant to the terms hereof. (b) Each Bank hereby appoints (i) each Co-Agent as a co-agent on behalf of such Bank (ii) each Co-Syndication Agent as a co-syndication agent on behalf of such Bank and (iii) the Documentation Agent as a documentation agent on behalf of such Bank. Notwithstanding anything to the contrary contained in this Agreement, the parties hereto hereby agree that no Co-Agent, Co-Syndication Agent or Documentation Agent shall have any rights, duties or responsibilities in its capacity as Co-Agent, Co-Syndication Agent or Documentation Agent, as the case may be, and that no Co-Agent, Co-Syndication Agent or Documentation Agent shall have the authority to take any action hereunder in its capacity as such.

Authorization and Action. Each Lender hereby appoints Rabobank as Agent and authorizes the Agent to execute the Loan Documents and to take such action as agent on its behalf and to exercise such powers and discretion perform such duties under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. The duties and obligations of the Agent are strictly limited to those expressly provided for herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Agent. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, including enforcement of the Loan Documents or collection of the Notesany amounts due thereunder), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders; PROVIDED, HOWEVER, that except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act under any Loan Document unless it shall be indemnified to its satisfaction by the Lenders against any and all holders liability and expense which may be incurred by reason of Notes; providedtaking or continuing to take any such action, however, and that the Agent shall not in any event be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement any Loan Document or applicable law. Without limiting the generality of the foregoingNothing in any Loan Document shall, (a) or shall be construed to, constitute the Agent shall not be subject to a trustee or fiduciary for any fiduciary Lender or other implied duties, regardless of whether a Default or an Event of Default has occurred the Issuing Lender. In performing its functions and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreementduties hereunder, the Agent shall act solely as the agent of the Lenders and does not have any duty to disclose, assume and shall not be liable deemed to have assumed any obligation towards or relationship of agency or trust with or for the failure to disclose, any information relating to Parent, the Borrower or any Guarantor. Each Lender agrees that the Borrower shall be entitled to rely on any action purportedly taken by the Agent on behalf of the Subsidiaries Lenders. Each Lender agrees that is communicated the Borrower shall have no liability for the Agent's failure to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given properly distribute to the Agent Lenders, as their interests may appear, any funds received by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to on behalf of the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementLenders.

Authorization and Action. Each Lender The Company and each Bank Investor hereby irrevocably appoints and authorizes the Agent to take such action act as its agent on its behalf under this Agreement and to exercise the other Transaction Documents with such powers and discretion under this Agreement as are specifically delegated to the Agent by the terms hereofof this Agreement and the other Transaction Documents, together with such other powers and discretion as are reasonably incidental thereto. As The Agent (which term as used in this sentence and in Section 9.5 and the first sentence of Section 9.6 hereof shall include its affiliates and its own and its affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and shall not be a trustee or fiduciary for the Company or any Bank Investor; (b) shall not be responsible to the Company or any matters not expressly Bank Investor for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Transaction Document or any certificate or other document referred to or provided for in, or received by this Agreement (includingany of them under, without limitationany Transaction Document, enforcement or collection for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Transaction Document, or any other document referred to or provided for therein or for any failure by any of the Notes)Debtor, the Agent Designated Sellers or the Servicer or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by either the Debtor, the Designated Sellers or the Servicer or the satisfaction of any condition or to inspect the property (including the books and records) of any of the Debtor, the Designated Sellers or the Servicer or any of their Subsidiaries or affiliates; (d) shall not be required to exercise initiate or conduct any discretion litigation or take collection proceedings under any action, but shall be required to act or to refrain from acting Transaction Document; and (and shall be fully protected in so acting or refraining from actinge) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take responsible for any action that exposes the Agent taken or omitted to personal liability be taken by it under or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to in connection with any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powersTransaction Document, except discretionary rights for its own gross negligence or willful misconduct. The Agent may employ agents and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, attorneys-in-fact and shall not be liable responsible for the failure to disclose, 91 97 negligence or misconduct of any information relating to Parent, the Borrower such agents or any of the Subsidiaries that is communicated to or obtained attorneys-in-fact selected by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementwith reasonable care.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Required Lenders to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for the failure to disclose, any information relating to Parent, the Borrower or action taken by any of the Subsidiaries that is communicated to or obtained by it or such Person in accordance with any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Required Lenders or Persons purporting to be the Required Lenders are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement Agreement, the other Facility Documents or applicable lawApplicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Without limiting Each Lender agrees that in any instance in which the generality Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of the foregoingsuch Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (a) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders) to take any action pursuant to any provision of this Agreement or any other Facility Document, the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary USActive 51774144.2053776213.6-118- action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or the Administrative Agent on their behalf). (b) Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such other number Person in accordance with any notice given by the Majority Lenders or percentage the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders as shall be necessary under or the circumstances as provided in Section 8.01), and (cRequired Lenders) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (c) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement Agreement, the other Facility Documents or applicable lawApplicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility USActive 53861575.5 -121- Document or under Applicable Law. Without limiting Each Lender agrees that in any instance in which the generality Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of the foregoingsuch Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (a) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders) to take any action pursuant to any provision of this Agreement or any other Facility Document, the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or the Administrative Agent on their behalf). (b) Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such other number Person in accordance with any notice given by the Majority Lenders or percentage the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders as shall be necessary under or the circumstances as provided in Section 8.01), and (cRequired Lenders) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (c) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) USActive 53861575.5 -122- Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party nor any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders) to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any notice given by the failure to discloseMajority Lenders or the Required Lenders, any information relating to Parentas applicable, (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to Majority Lenders or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Facility Document to which the Administrative Agent is a party (if any) as duties on its part to be performed or observed. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)other Facility Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, provided that the Administrative Agent shall not be required to take any action that which exposes the Agent Administrative Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent's consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent's reasonable discretion, or provide to a similar effect, it shall not have any duty in its US_303658666v4 instructions (or, by refusing to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given provide instruction) to the Administrative Agent by the Borrower withhold its consent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementexercise its discretion in an unreasonable manner.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to be its agent hereunder, and to be its possessory agent as to all Collateral, and to take such action as agent on its behalf and to exercise such rights, remedies and powers and discretion under this Agreement and the other Related Documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental theretothereto as determined solely by Agent. Each Lender hereby acknowledges that Agent shall not have, by reason of this Agreement, assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, the Company or its Subsidiaries. As to any matters not expressly provided for by this Agreement and the other Related Documents (including, without limitation, enforcement or collection of the Notes), the Agent may, but shall not be required to to, exercise any discretion or take any actionaction permitted thereunder, but provided, that the Agent shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, and such written instructions shall be binding upon all Lenders and all holders of NotesLenders; provided, however, that the that Agent shall not be required fully justified in failing or refusing to take any action that exposes the Agent to personal liability or that is contrary to under this Agreement or applicable law. Without limiting the generality of other Related Documents, or as to the foregoingCollateral, (a) the or as to any third party, unless Agent shall not first be subject indemnified to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed its satisfaction by the Lenders against any and all liability and expense which Agent may incur by reason of taking or being requested not to take, any action requested by the Required Lenders. If Agent seeks the consent or approval of Required Lenders (or such other a greater or lesser number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth required in this Agreement) with respect to any action or decision hereunder, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until send written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered and thereafter shall notify each Lender at any time that the Required Lenders have instructed Agent to act or refrain from acting pursuant hereto. In requesting the Agent to act or refrain from acting, each Lender shall send its written instructions to the Agent pursuant to Section 5.01, and other Lenders as well as the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementAgent.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes its related Funding Agent and the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Funding Agent or the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof and thereof. Neither the Administrative Agent nor any Funding Agent (the Administrative Agent and each Funding Agent being referred to in this Article as an “Agent”) shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of any Agent shall be read into this Agreement or any other Facility Document to which any Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement and the transactions contemplated hereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the each Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of (i) in the case of the Administrative Agent, the Required LendersLenders or the Funding Agents, as applicable, and (ii) in the case of any Funding Agent, the majority of Lenders (based on each Lender’s Commitment) in such instructions shall be binding upon all Lenders and all holders of NotesFunding Agent’s Facility Group; provided, however, provided that the no Agent shall not be required to take any action that which exposes the Agent Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of an Agent’s reasonable discretion, or provide to a similar effect, it shall not have any duty in its instructions (or, by refusing to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given provide instruction) to the such Agent by the Borrower withhold its consent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementexercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, 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 law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in any Loan Document, no Person identified as a syndication agent, documentation agent, senior manager, lead arranger or book running manager, in such Person’s capacity as such, shall have any obligations or duties to any Loan Party, the Administrative Agent or any other Lender under any of such Loan Documents. The obligations of Administrative Agent hereunder are primarily administrative in nature, and nothing contained in this Agreement or any of the other 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) [Intentionally Omitted.]

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Credit Documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As The Agent shall be fully justified in failing or refusing to take any matters not expressly provided for by action under this Agreement (including, without limitation, enforcement or collection under any of the Notes), other Credit Documents unless it shall first receive such advice or concurrence of Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall in all cases be fully protected in so acting acting, or in refraining from acting) upon , hereunder or under any of the other Credit Documents in accordance with the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of NotesLenders; provided, however, that the Agent shall not be required to take any action that exposes that, in its opinion or the opinion of its counsel, may expose the Agent to personal liability or that is contrary to this Agreement Agreement, any other Credit Document or applicable lawApplicable Law. Without limiting the generality of the foregoing, (a) the The Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge or notice of any the occurrence of a Default or Event of Default (other than the nonpayment of principal or interest on the Loans or of fees payable hereunder) unless the Agent has received notice from a Lender or a Borrower specifying such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the Lenders. The Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by Required Lenders and as is permitted by the Credit Documents; provided, that unless and until written notice thereof is given the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interest of the Lenders except to the Agent by extent that this Agreement expressly requires that such action be taken, or not be taken, only with the Borrower consent or a Lenderupon the authorization of Required Lenders or of all Lenders. The Agent agrees to promptly make available to each Lender all information delivered to provisions of this Section 13 are solely for the benefit of the Agent pursuant to Section 5.01and the Lenders, and the Agent agrees to give to each Lender prompt notice Borrowers shall not have rights as third-party beneficiaries of each notice given to it by the Borrower pursuant to the terms any of such provisions, except as specifically set forth in this AgreementSection 13.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its such Lender's behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereofand thereof, together with such powers and discretion as are reasonably incidental thereto. The power of attorney set forth hereinabove shall be irrevocable and coupled with an interest. The relationship between the Agent and the Lenders shall be that of principal and agent only and nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. The Agent will forward to each Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower or any Loan Party, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of any of the NotesObligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lendersany Lender, and such instructions shall be binding upon all Lenders and all holders of Notesany of the Obligations; provided, however, that that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement or applicable lawany other Loan Document or Applicable Law. Without limiting the generality Not in limitation of the foregoing, (a) the Agent shall not be subject to exercise any fiduciary right or other implied duties, regardless remedy it or the Lenders may have under any Loan Document upon the occurrence of whether a Default or an Event of Default unless the a Lender has occurred and is continuing, (b) so directed the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (such right or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementremedy.

Authorization and Action. Each Lender Party (in its capacities as a Lender and the Issuing Bank (if applicable)) hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and the Administrative Agent may perform any of its respective duties hereunder by or through its officers, directors, agents, employees or affiliates. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender Party or the holder of any Lender Note; and nothing in this Agreement or in any other Loan Document, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Lender Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall not incur any liability to any Lender Party and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders Lender Parties and all holders of Lender 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 law. Without limiting the generality foregoing, neither any Lender Party nor the holder of any Lender Note shall have any right of action whatsoever against the Administrative Agent as a result of the foregoing, (a) Administrative Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the Agent shall not be subject to any fiduciary or other implied duties, regardless instructions of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01)or, and (c) except as expressly set forth in if so specified by this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any applicable greater percentage of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacityLenders). The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by the either Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender of the Owners hereby designates and appoints Bank One as Note Agent hereunder, and authorizes the Note Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Note Agent under this Agreement and any related agreement, instrument and document as are delegated to the Note Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. As The Note 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 matters not expressly provided for by amendment, modification or waiver of this Agreement (includingor any related agreement, without limitationinstrument and document, enforcement or collection in each instance, on behalf of the Notes), the Owners. The Note Agent shall not be required to exercise have any discretion duties or take responsibilities, except those expressly set forth herein, or any actionfiduciary relationship with any Owner, but and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Note Agent shall be required to act read into this Agreement or to refrain from acting (otherwise exist for the Note Agent. In performing its functions and duties hereunder, the Note Agent does not assume nor shall be fully protected in so acting deemed to have assumed any obligation or refraining from acting) upon relationship of trust or agency with or for the instructions Depositor or the Issuer or any of its successors or assigns. Notwithstanding anything herein or elsewhere to the Required Lenderscontrary, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Note Agent shall not be required to take any action that which exposes the Note Agent to personal liability or that which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, . (b) Each Purchaser and each subsequent Owner from time to time hereby acknowledges and agrees that all payments in respect of the Agent shall not have any duty Note and in respect of fees and other amounts owing to take any discretionary action or exercise any discretionary powersthe Owners under this Agreement shall, except discretionary rights and powers as otherwise expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed provided herein, be remitted by the Required Lenders (or such other number or percentage applicable payor to the Note Agent on behalf of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01Owners, and the Note Agent agrees shall distribute all such amounts, promptly following receipt thereof, to give the applicable parties in interest according to each Lender prompt notice of each notice given to it their respective interests therein, determined by the Borrower pursuant reference to the terms of the Sale and Servicing Agreement, the Indenture, this AgreementAgreement and the Note Agent's books and records relating to the Note (it being agreed that the entries made in such books and records of the Note Agent shall be conclusive and binding for all purposes absent manifest error).

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement Agreement, the other Facility Documents or applicable lawApplicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Without limiting Each Lender agrees that in any instance in which the generality Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of the foregoingsuch Agent’s reasonable discretion, (a) the Agent or provide to a similar effect, it shall not be subject in its instructions (or by refusing to any fiduciary provide instruction) to such Agent withhold its consent or other implied duties, regardless of whether a Default or exercise its discretion in an Event of Default has occurred and is continuing, unreasonable manner. (b) If the Collateral Agent shall not have any duty to take any discretionary action has been requested or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage by the Administrative Agent acting at the direction of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Required Lenders), and (c) except as expressly set forth in to take any action pursuant to any provision of this AgreementAgreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other Facility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expense or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, cost, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to disclosetake any action to exercise or enforce any power, and shall not be liable for the failure right or remedy available to disclose, any information relating to Parent, the Borrower it under this Agreement or any of the Subsidiaries that is communicated to or obtained by it other Facility Document or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default Related Document unless and until written notice thereof is given to the Agent directed by the Borrower Required Lenders (or a Lender. The the Administrative Agent agrees to promptly make available to each Lender all information delivered to on their behalf). (c) Neither the Collateral Agent pursuant to Section 5.01nor any officer, and the Agent agrees to give to each Lender prompt notice of each agent or representative thereof shall be personally liable for any action taken by any such Person in accordance with any direction, instruction or notice given to it by the Borrower Required Lenders (or by the Administrative Agent acting at the direction of the Required Lenders), pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Required Lenders or Persons purporting to be the Required Lenders are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Required Lenders or Persons purporting to be the Required Lenders are not entitled to give such direction, instruction or notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Borrower or the Servicer, with a copy to the Administrative Agent, prior to the occurrence and continuation of an Event of Default, or the Administrative Agent, after the occurrence and during the continuation of an Event of Default, as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender Bank hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Credit Documents (including, without limitation, including enforcement of and collection under any Credit Document or collection of the Notesother Project Contract), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersBanks, and such instructions shall be binding upon all Lenders Banks and all the holders of Notesany PPA LOC Loan Note; providedPROVIDED, howeverHOWEVER, that the Agent shall not be required to take any action that that, in the Agent's sole judgment, exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary Credit Document or other implied duties, regardless of whether a Default Project Contract or an Event of Default has occurred Applicable Law. In performing its function and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing duties hereunder as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this AgreementAgent, the Agent shall act solely as the agent of the Banks and in its capacity as Issuing Bank it shall act solely as issuer of the PPA LOC Letter of Credit, and does not have any duty to disclose, assume and shall not be liable deemed to have assumed in either such capacity any obligation towards or relationship of agency or trust or other fiduciary relationship with or for the failure to disclose, any information relating to Parent, the Borrower Company or any other party to any Project Contract. (b) Each Bank hereby authorizes the Agent in the name of and on behalf of such Bank to sign such documents, take all such actions and perform such obligations that the Agent deems necessary or appropriate to bind each of the Subsidiaries that is communicated Banks under the Credit Documents and the Transaction Documents, and to create, perfect or obtained by it maintain the existence or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge perfected status of any Default or Event of Default unless and until written notice thereof is given security interest, to be the Agent by named "Senior Party" under the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01Collateral Agency Agreement, and the Agent agrees to give to each Lender prompt notice sole named payee, in respect of each notice given to it by all of the Borrower Financing Liabilities of the Company under or pursuant to this Agreement and the terms of this AgreementPPA LOC Loan Note, and all Collateral to the extent securing such Financing Liabilities, and to take all such actions and perform such obligations that the Agent deems necessary or appropriate in such capacity.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in the Loan Documents as being subject to the consent, discretion or approval of Agent without the requirement of the approval of any Lender, such matters shall be subject to the sole discretion of Agent, its directors, officers, agents and employees. As to any matters expressly provided for in the Loan Documents as being subject to the consent, discretion or approval of the Required Lenders or of all of the Lenders, such matters shall be subject to the sole discretion of each Lender. In addition to the other matters specifically provided for herein as requiring approval or consent of all of the Lenders or of the Required Lenders, Agent shall not take any of the following actions without the prior written consent of all of the Lenders: (A) modify, amend or waive compliance with any provision of this Agreement or any of the other Loan Documents; (B) release any obligor or any of the Obligations or any of the Collateral; or (C) waive any Default or Event of Default under Section 11.1(A) of this Agreement. As to any other matters not expressly provided for by this Agreement (includingthe Loan Documents, without limitation, enforcement or collection of the Notes), the Agent shall not be required entitled to exercise request instructions from the Required Lenders in exercising any discretion or take taking any action, but shall be required to act or to refrain from acting (action and shall be fully protected in so acting or refraining from acting) acting upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders Lender Parties and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable lawLaw. Without limiting In the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement event that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have has knowledge of any a Default or Event of Default or receives a notice thereof from a Lender or a Borrower, the Agent shall give prompt notice thereof to the Lenders (provided that Agent shall be deemed to have knowledge only if the officers of Agent primarily responsible for administration of the Loans have actual knowledge of such Default or Event of Default, and in no event shall any knowledge of a Default or Event of Default be imputed to Agent). Agent may, in its discretion, or shall upon direction of the Required Lenders, give any notice of Default under Section 11.1(A) or any other notice pursuant to this Agreement that is necessary for commencement of any cure period. Upon the occurrence of an Event of Default, the Lenders shall consult with each other as to a course of action to pursue with regard to such Event of Default. After the Lenders shall have consulted with one another, Agent shall promptly propose a course of action (the “Initial Proposal”) to be taken by Lenders including but not limited to: (A) declaring an Event of Default, sending appropriate notices, or accelerating payment under the Notes; or (B) commencing collection proceedings against one or more of the Borrowers; or (C) waiving such Event of Default. The Initial Proposal shall be in writing and given to Lenders in the manner specified for giving notice hereunder. After five (5) Business Days from the Lenders’ receipt of the Initial Proposal, Agent shall commence steps to carry out the Initial Proposal, unless and until Agent shall have received written notice thereof from any of the Lenders that the Initial Proposal has been rejected. If the Initial Proposal is given rejected by any of the Lenders, and an alternate proposal is not agreed upon by all of the Lenders within ten (10) days of the date of the Initial Proposal, Agent shall, and it is hereby authorized, empowered, directed and instructed to take any action consistent with ordinary and prudent commercial banking standards to collect the Agent amounts due under the Loans and to protect and preserve the respective rights and interest of the Lenders as is authorized by any of the Borrower or a LenderLoan Documents. The Agent agrees to promptly make available to each Lender all information delivered to the Lenders agree that any actions taken by Agent pursuant to Section 5.01this paragraph shall be deemed a reasonable course of conduct, and the Agent agrees to give to each Lender prompt notice Lenders hereby, approve, ratify and affirm such actions. Once a course of each notice given to action has been approved, as required herein, it by may be withdrawn with approval of all of the Borrower pursuant to the terms of this AgreementLenders.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement Agreement, the other Facility Documents or applicable lawApplicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Without limiting Each Lender agrees that in any instance in which the generality Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of the foregoingsuch Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (a) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders), to take any action pursuant to any provision of this USActive 54953942.17 -129- Agreement or any other Facility Document, the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or the Administrative Agent on their behalf). (b) Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such other number Person in accordance with any direction, instruction or percentage notice given by the Majority Lenders or the Required Lenders, as applicable (or by the Administrative Agent acting at the direction of the Majority Lenders as shall be necessary under or the circumstances as provided in Section 8.01Required Lenders), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (c) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Borrower or the Servicer, prior to the occurrence and continuation of an Event of Default, or the Administrative Agent, after the occurrence and during the continuation of an Event of Default, as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Administrative Agent shall be read into this Agreement or any other Facility Document to which such Administrative Agent is a party (if any) as duties on its part to be performed or observed. The Administrative Agent shall not have or be construed to have any other duties or responsibilities in respect of this Agreement and the transactions contemplated hereby. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)other Facility Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, and ; provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Agent such Administrative Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of such Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not have any duty in its instructions (or, by refusing to disclose, and shall not be liable for the failure provide instruction) to disclose, any information relating to Parent, the Borrower such Administrative Agent withhold its consent or any of the Subsidiaries that is communicated to or obtained by it or any of exercise its Affiliates discretion in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementan unreasonable manner.

Authorization and Action. (A) Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (includingin the Loan Documents as being subject to the consent, direction or approval of Agent, such matters shall be subject to the sole discretion of Agent, its directors, officers, agents and employees, without limitation, enforcement or collection the approval of the Notes), the any Lender. Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders Lender Parties and all holders of Notes; provided, however, that the . Agent shall not be entitled to request instructions from the Required Lenders in exercising any discretion or taking any action and shall be fully protected in so acting or refraining from acting upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lender Parties and all holders of Notes. In no event shall Agent be required to take any action that exposes the Agent believes to personal liability or that is be contrary to this Agreement or applicable law. Without limiting Law. (B) Notwithstanding the generality preceding, each of the foregoing, following shall require the approval or consent of the Required Lenders: (a1) The exercise of any rights and remedies under the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Loan Documents following an Event of Default has occurred and is continuingDefault, (b) provided that absent any direction from the Required Lenders, Agent shall not have any duty to take any discretionary action or may exercise any discretionary powers, except discretionary rights and powers expressly contemplated by right or remedy under the Loan Documents as Agent may determine in good faith to be necessary or appropriate to protect the Lenders; (2) Appointment of a successor Agent; (3) Approval of any amendment or modification of this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to other Loan Documents, or obtained by it issuance of any waiver of any provision of this Agreement or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge the other Loan Documents; and (4) Any waiver of any Default or Event of Default unless and until written notice thereof is given Default. (C) Notwithstanding the preceding, each of the following shall require the approval or consent of all the Lenders: (1) Any extension of the Maturity Date, any forgiveness of all or any portion of the principal amount of the Loan or any accrued interest thereon, or any other amendment of this Agreement or the other Loan Documents which would reduce the Margin, or the rate at which interest or any Fees are calculated, or forgive any Fees, or extend the time of payment of or of any grace or cure period with respect to the Agent by payment of any principal, interest or Fees; (2) Any modification of the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders required to amend, waiver or otherwise modify any rights hereunder or make any determination or grant any consent hereunder; (3) Any increase of the amount of the Loan; (4) Any release of any Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered Party; (5) Any amendment to the Agent pursuant Financial Covenants set forth in Section 6.3 hereof or the waiver of any Default arising therefrom; provided that if there is more than two (2) Lenders party to Section 5.01, and this Agreement at any given time then any such amendment or waiver shall only require the Agent agrees to give to each Lender prompt notice approval of each notice given to it by the Borrower pursuant to Required Lenders; and (6) Any amendment of the terms provisions of this AgreementArticle 8.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement Agreement, the other Facility Documents or applicable lawApplicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Without limiting Each Lender agrees that in any instance in which the generality Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of the foregoingsuch Agent’s reasonable discretion, (a) the Agent or provide to a similar effect, it shall not be subject in its instructions (or by refusing to any fiduciary provide instruction) to such Agent withhold its consent or other implied duties, regardless of whether a Default or exercise its discretion in an Event of Default has occurred and is continuing, unreasonable manner. (b) If the Collateral Agent shall not have any duty to take any discretionary action has been requested or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage by the Administrative Agent acting at the direction of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (cRequired Lenders) except as expressly set forth in to take any action pursuant to any provision of this AgreementAgreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other Facility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to disclosetake any action to exercise or enforce any power, and shall not be liable for the failure right or remedy available to disclose, any information relating to Parent, the Borrower it under this Agreement or any of the Subsidiaries that is communicated to or obtained by it other Facility Document or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default Related Document unless and until written notice thereof is given to the Agent directed in writing by the Borrower Required Lenders (or a Lender. The the Administrative Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, on their behalf) and the Collateral Agent agrees shall have been provided indemnity acceptable to give to each Lender prompt notice of each it against any expenditure, risk, cost, expense or liability in acting on such direction. (c) Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such Person in accordance with any notice given to it by the Borrower Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Required Lenders) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Required Lenders, or Persons purporting to be the Required Lenders, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Required Lenders, or Persons purporting to be the Required Lenders, are not entitled to give such notice. The Collateral Agent shall be entitled to conclusively rely upon directions provided by the Administrative Agent as if provided by the Required Lenders authorized to provide such direction hereunder. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement Agreement, the other Facility Documents or applicable lawApplicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Without limiting Each Lender agrees that in any instance in which the generality Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of the foregoingsuch Agent’s reasonable discretion, (a) the Agent or provide to a similar effect, it shall not be subject in its instructions (or by refusing to any fiduciary provide instruction) to such Agent withhold its consent or other implied duties, regardless of whether a Default or exercise its discretion in an Event of Default has occurred and is continuing, unreasonable manner. (b) If the Collateral Agent shall not have any duty to take any discretionary action has been requested or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage by the Administrative Agent acting at the direction of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Required Lenders), and (c) except as expressly set forth in to take any action pursuant to any provision of this AgreementAgreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other Facility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to disclosetake any action to exercise or enforce any power, and shall not be liable for the failure right or remedy available to disclose, any information relating to Parent, the Borrower it under this Agreement or any of the Subsidiaries that is communicated to or obtained by it other Facility Document or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default Related Document unless and until written notice thereof is given to the Agent directed by the Borrower Required Lenders (or a Lender. The the Administrative Agent agrees to promptly make available to each Lender all information delivered to on their behalf). (c) Neither the Collateral Agent pursuant to Section 5.01nor any officer, and the Agent agrees to give to each Lender prompt notice of each agent or representative thereof shall be personally liable for any action taken by any such Person in accordance with any direction, instruction or notice given to it by the Borrower Required Lenders (or by the Administrative Agent acting at the direction of the Required Lenders), pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Required Lenders or Persons purporting to be the Required Lenders are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Required Lenders or Persons purporting to be the Required Lenders are not entitled to give such direction, instruction or notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Borrower or the Servicer, with a copy to the Administrative Agent, prior to the occurrence and continuation of an Event of Default, or the Administrative Agent, after the occurrence and during the continuation of an Event of Default, as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its such Lender's behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. The relationship between the Administrative Agent and the Lenders shall be that of principal and agent only and nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender nor to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Administrative Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Administrative Agent pursuant to this Agreement or the other Loan Documents. The Administrative Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Administrative Agent by the Borrower, any Subsidiary or any other Loan Party, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of any of the NotesObligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but and the Administrative Agent shall only be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersRequisite Lenders (or all of the Lenders if explicitly required under any other provisions of this Agreement), and such instructions shall be binding upon all Lenders and all holders of Notesany of the Obligations; provided, however, that that, notwithstanding anything in this Agreement 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 lawany other Loan Document or Applicable Law. Without limiting the generality Not in limitation of the foregoing, (a) the Administrative Agent shall not be subject to exercise any fiduciary right or other implied duties, regardless remedy it or the Lenders may have under any Loan Document upon the occurrence of whether a Default or an Event of Default has occurred and is continuing, (b) unless the Requisite Lenders have so directed the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (such right or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementremedy.

Authorization and Action. Each (a) Company shall approve any Lender added as a party to this Agreement from time to time as well as the amount of such Lender's Commitment. (b) The Lenders from time to time a party hereto hereby irrevocably appoints First National as its agent and authorizes the Agent First National to take such action as agent actions on its their behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent First National by the terms hereofof the Loan Documents, together with such actions and powers and discretion as are reasonably incidental thereto. As , subject to the limitations set forth in the Participation Agreement(s) between Lenders and First National (the "Participation Agreements"). (c) First National shall have the same rights and powers in its capacity as a lender as the other Lenders and may exercise the same as though it were not the Administrative Agent, and First National and First National's affiliates may accept deposits from, lend money to and generally engage in any matters kind of business with Company or any of its subsidiaries or affiliate as if it were not expressly provided for by this Agreement the Administrative Agent hereunder. (including, without limitation, enforcement or collection of the Notes), the Agent d) First National shall not be required to exercise have any discretion duties or take any action, but shall be required to act or to refrain from acting (obligations except those expressly set forth in the Loan Documents and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable lawParticipation Agreements. Without limiting the generality of the foregoing, (ai) the Agent First National shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (bii) the Agent First National shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement the Loan Documents that the Agent First National is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01)Lenders, and (ciii) except as expressly set forth in this Agreementthe Loan Documents, the Agent First National shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower Company or any of the Subsidiaries its subsidiaries or affiliates that is communicated to or obtained by it First National serving as Administrative Agent or any of its Affiliates First National's affiliates in any capacity, except as set forth in the Participation Agreements. The Agent First National 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 in the absence of its own gross negligence or willful misconduct. First National shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to First National by Company or the other Lenders. First National shall not be responsible for or have any duty to ascertain or inquire into (A) any statement, warranty of representation made in or in connection with any Loan Document, (B) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (D) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in Article VII or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to First National and except as set forth in the Participation Agreements. (e) First National shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. First National also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper person, and shall not incur any liability for relying thereon. First National may consult with legal counsel (who may be counsel for Company), 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. (f) First National may perform any and all its duties and exercise its rights and powers by or through one or more sub-agents appointed by First National. First National and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective affiliates and subsidiaries. The exculpatory provisions of the preceding subsections of this Section 9.1 shall apply to any such sub-agent and to the affiliates and subsidiaries of First National and any such sub-agent, and shall apply to their respective activities in connection with the administration of the credit facilities provided for herein as well as activities as Administrative Agent. (g) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this subsection (g), First National may resign at any time as Administrative Agent by notifying the Borrower other Lenders and Company. Upon any such resignation, Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Lenders other than First National and such successor shall not have accepted such appointment within 30 days after First National gives notice of its resignation, then First National may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a Lender or an affiliate of a Lender. The Upon the acceptance of its appointment as Administrative Agent agrees hereunder by a successor, such successor shall succeed to promptly make available to each Lender and become vested with all information delivered to the Agent pursuant to Section 5.01rights, powers, privileges and duties of the retiring Administrative Agent, and First National shall be discharged from its duties and obligations hereunder. The fees payable by Company to a successor Administrative Agent shall be the Agent agrees same as those payable to give to each Lender prompt notice of each notice given to it by its predecessor unless otherwise agreed between Company and such successor. After the Borrower pursuant to Administrative Agent's resignation hereunder, the terms provisions of this Article shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. (h) Each Lender acknowledges that it has independently and without reliance upon First National 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 also acknowledges that it will, independently and without reliance upon First National 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.

Authorization and Action. (a) Each Lender Purchaser hereby appoints and authorizes the Agent Administrator (or its designees) to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent Administrator by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As The Administrator shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser or Agent, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be deemed to have assumed, any matters not expressly provided for by obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement (includingor any other Transaction Document to the contrary, without limitation, enforcement or collection of in no event shall the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not Administrator ever be required to take any action that which exposes the Agent Administrator to personal liability or that which is contrary to the provision of any Transaction Document or Applicable Law. (b) Each Purchaser hereby irrevocably designates and appoints the respective institution identified as its Agent on the signature pages hereto, and each authorizes such Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or other Agent or the Administrator, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Agent shall be read into this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or otherwise exist against such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and Agent. (c) except Except as expressly set forth otherwise specifically provided in this Agreement, the Agent provisions of this Article XI are solely for the benefit of the Agents, the Administrator and the Purchasers, and none of the Seller or Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article XI, except that this Article XI shall not affect any obligations which any Agent, the Administrator or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement. Furthermore, no Purchaser shall have any duty rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of an Agent which is not the Agent for such Purchaser. (d) In performing its functions and duties hereunder, the Administrator shall act solely as the agent of the Purchasers and the Agents and does not assume nor shall be deemed to disclose, and shall not be liable have assumed any obligation or relationship of trust or agency with or for the failure to disclose, any information relating to Parent, the Borrower Seller or Servicer or any of their successors and assigns. In performing its functions and duties hereunder, each Agent shall act solely as the Subsidiaries that is communicated agent of its respective Purchaser and does not assume nor shall be deemed to have assumed any obligation or obtained by it relationship of trust or agency with or for the Seller, the Servicer, any other Purchaser, any other Agent or the Administrator, or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless their respective successors and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementassigns.

Authorization and Action. Each Lender hereby appoints Bank as “Agent” under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Agent to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and discretion under this Agreement and the other Loan Documents as are expressly delegated to the Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. In performing its functions and duties under this Agreement, Agent shall act solely on behalf of the Secured Parties and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, any Borrower. The provisions of this Section 11 are solely for the benefit of Agent and Lenders, and Borrowers shall have no rights as third party beneficiaries of any provisions of this Section 11. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, including enforcement or and collection of the Notes), the Agent may, but shall not be required to to, exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders and all holders of NotesLenders; provided, however, provided that the Agent shall not be required fully justified in failing or refusing to take any action that which exposes the Agent to personal any liability or that which is contrary to this Agreement Agreement, the other Loan Documents or applicable law. Without limiting , unless Agent is indemnified to its satisfaction by the generality other Lenders against any and all liability and expense which it may incur by reason of the foregoing, (a) the Agent shall not be subject to any fiduciary taking or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty continuing to take any discretionary such action. If Agent seeks the consent or approval of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action or exercise hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement time that the Agent is required to exercise in writing as directed by the Required Majority Lenders (or such other greater or lesser number of Lenders) have instructed Agent to act or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent refrain from acting pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementhereto.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party nor any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Majority Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Majority Lenders) to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any notice given by the failure to disclose, any information relating to Parent, Majority Lenders (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Majority Lenders) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders, or Persons purporting to be the Majority Lenders, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders, or Persons purporting to be the Majority Lenders, are not entitled to give such notice. The Collateral Agent shall be entitled to conclusively rely upon directions provided by the Administrative Agent as if provided by the requisite Lenders authorized to provide such direction hereunder. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.