Common use of The Agents Clause in Contracts

The Agents. Each of the Lenders and each Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank serving as an 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 an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. No Agent shall not have any duties or obligations except those expressly set forth herein or in the Security Agreement. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set forth herein, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Subsidiaries that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Each Agent 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit Party), 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. Any Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Any 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each Issuing Bank and the Company. Upon any such resignation, the Majority Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any 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 any 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 related agreement or any document furnished hereunder or thereunder.

The Agents. Each of the Lenders and each Issuing Bank hereby irrevocably appoints each of the Co-Administrative Agent Agents and the Collateral Paying Agent as its agent agents (each, an “Agent”, and together, the “Agents”) and authorizes each of the Administrative Agent and the Collateral Agent Agents to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent Agents by the terms hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Any bank Each of the banks serving as an Agent hereunder shall have the same rights and powers in its respective capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security Agreementherein. Without limiting the generality of the foregoing, (a) no Agent the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is the Agents are required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02)Required Lenders, and (c) except as expressly set forth herein, no Agent the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers Borrower or any of their Subsidiaries its subsidiaries that is communicated to or obtained by the bank banks serving as an Agent Agents or any of its their Affiliates in any capacity. No Agent The Agents shall not be liable for any action taken or not taken by it them with the consent or at the request of the Majority Required Lenders (or such other number or percentage of all the Lenders Lenders, as shall be necessary under the circumstances as provided in Section 10.02) case may be, or in the absence of its own gross negligence or willful misconduct. No Agent The Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Agent the Agents by a the Borrower or a Lender, and no Agent the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentrelevant Agent or Agents. Each Agent The Agents 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 them to be genuine and to have been signed or sent by the proper Person. Each Agent also The Agents may rely upon any statement made to it them orally or by telephone and reasonably believed by it them to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent The Agents may consult with legal counsel (who may be counsel for a Credit Partythe Borrower), independent accountants and other experts selected by itthem, and shall not be liable for any action taken or not taken by it them in accordance with the advice of any such counsel, accountants or experts. Any Agent The Agents may perform any and all its their duties and exercise its their rights and powers by or through any one or more sub-agents appointed by such Agentthe Agents. Any Agent and The Agents or 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any Agent the Agents 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 an Agentthe Agents. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent Agents as provided in this paragraph, each of the Administrative Agent and the Collateral Agent Agents may resign at any time by notifying the Lenders, each Issuing Bank Lenders and the CompanyBorrower. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the Companywritten consent of the Borrower so long as no Event of Default exists, to appoint a successorsuccessor or successors. If no successor or successors shall have been so appointed by the Majority Required Lenders with the written consent of the Borrower and shall have accepted such appointment within 30 days after the retiring Agent or Agents gives notice of its resignation, then the retiring Agent or Agents may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent or Agents, each of which shall be a bank with an office in New York, New YorkYork and having a combined capital and surplus of at least $500,000,000, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its respective duties and obligations hereunder. The fees payable by the Borrowers Borrower to a any successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an the Agent’s or Agents’ resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties benefit in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent or Collateral an Agent. Each Lender acknowledges that it has, independently and without reliance upon any an Agent or Agents 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 any an Agent or Agents 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 related agreement or any document furnished hereunder or thereunder.

The Agents. In order to expedite the transactions contemplated by this Agreement, each Agent is hereby appointed to act as Agent on behalf of the Lenders. Each of the Lenders and each the Issuing Bank Lenders hereby irrevocably appoints each of authorizes the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are specifically delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of the other Loan Documentsprovisions hereof, together with such actions and powers as are reasonably incidental thereto. Any bank serving as an The Administrative Agent hereunder shall have is hereby expressly authorized by the same rights Lenders and powers in its capacity as a Lender as the Issuing Lenders, without hereby limiting any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. No Agent shall not have any duties or obligations except those expressly set forth herein or in the Security Agreement. Without limiting the generality of the foregoingimplied authority, (a) no to receive on behalf of the Lenders and Issuing Lenders all payments of principal of and interest on the Loans and the LC Disbursements and all other amounts due to the Lenders and the Issuing Lenders hereunder, and promptly to distribute to each Lender and Issuing Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender and Issuing Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Neither any Agent nor any of its directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them except for its or his own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Borrower of any of the terms, conditions, covenants or agreements contained in this Agreement. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements. None of the Agents, the Borrowers or CBS Operations shall 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) and no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights provision in the Loan Documents and powers expressly contemplated hereby that such Agent is required to exercise in writing as directed by no course of dealing between the Majority Lenders (or such other number or percentage of the Lenders as parties hereto shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set forth herein, no Agent shall have deemed to create any fiduciary duty owing to disclose, and shall not be liable for the failure to discloseany Agent, any information relating to the Borrowers Lender, any Borrower, CBS Operations or any other Subsidiary, or any of their Subsidiaries that is communicated to respective Affiliates, by any party hereto. The Administrative Agent shall in all cases be fully protected in acting, or obtained refraining from acting, in accordance with written instructions signed by the bank serving Required Lenders (or, when expressly required hereby, all the Lenders) and, except as an Agent otherwise specifically provided herein, such instructions and any action or any of its Affiliates in any capacity. No Agent inaction pursuant thereto shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders (or such other number or percentage of binding on all the Lenders as shall be necessary under and the circumstances as provided in Section 10.02) or Issuing Lenders. The Administrative Agent shall, in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Each Agent shall contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each Neither the Agents nor any of their directors, officers, employees or agents shall have any responsibility to any Borrower on account of the failure of or delay in performance or breach by any Lender or Issuing Lender of any of its obligations hereunder or to any Lender or Issuing Lender on account of the failure of or delay in performance or breach by any other Agent, any other Lender or Issuing Lender or any Borrower of any of their respective obligations hereunder or in connection herewith. The Administrative Agent also may execute any and all duties hereunder by or through agents or employees and shall be entitled to rely upon any statement made to it orally or by telephone and believed the advice of legal counsel selected by it with respect to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for a Credit Party), independent accountants and other experts selected by it, all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it in accordance with the advice of any such counsel, accountants or experts. Any Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Any 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 Lenders and the Issuing Lenders hereby acknowledge that the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of any 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 an AgentRequired Lenders. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraphbelow, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each the Issuing Bank Lenders and the CompanyBorrowers. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the Company, right to appoint from the Lenders a successor. If no successor shall have been so appointed by the Majority 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 each Issuing BankLenders, appoint from the Lenders a successor Administrative Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate affiliate of any such bank, which successor shall be acceptable to CBS (such acceptance not to be unreasonably withheld). Upon the acceptance of its any appointment as Administrative Agent or Collateral Agent hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by After the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After an Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.03 9.5 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. With respect to the Loans made by them and their LC Exposure hereunder, the Agents in their individual capacity and not as Agents shall have the same rights and powers as any other Lender and may exercise the same as though they were not Agents, and the Agents and their affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers or any of their respective Subsidiaries or any Affiliate thereof as if they were not Agents. Each Lender agrees (i) to reimburse the Administrative Agent in the amount of its pro rata share (based on its Total Facility Percentage or, after the date on which the Loans shall have been paid in full, based on its Total Facility Percentage immediately prior to such date) of any reasonable, out-of-pocket expenses incurred for the benefit of the Lenders by the Administrative Agent, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by or on behalf of any Borrower and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees or agents, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by it under this Agreement, to the extent the same shall not have been reimbursed by or on behalf of CBS; provided, that no Lender shall be liable to the Administrative Agent or Collateral Agentany such director, officer, employee or agent for any portion of such liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent or any of its directors, officers, employees or agents. Each Lender and Issuing Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender or Issuing 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 and Issuing Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or Issuing 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 related agreement or any document furnished hereunder or thereunder. Neither the Co-Documentation Agents, the Syndication Agent, the Joint Lead Arrangers nor any managing agent shall have any duties or responsibilities hereunder in its capacity as such.

The Agents. Each of the Lenders and each Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent and the Collateral such Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank The banks serving as an Agent the Agents 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 an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not an Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no Agent the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02), and (c) except as expressly set forth hereinin the Loan Documents, no Agent the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers any Loan Party or any of their its Subsidiaries that is communicated to or obtained by the a bank serving as an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a the Borrower Representative or a Lender, and no such Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewithwith any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral or (vvi) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Each Agent 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit Partythe Borrowers), 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. Any Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Administrative Agent. Any Each 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any the 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each the Issuing Bank and the CompanyBorrower Representative. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the CompanyBorrowers, to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing Bank, appoint a successor Agent which shall be a commercial bank with an office in New York, New York, or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrowers and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring Agent, its sub-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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any 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 any the 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 related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Agent; (b) each Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees on a solicitor-client full-indemnity basis) incurred by as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

The Agents. Each of the Lenders (including in any Lender’s other capacity hereunder) and each of the Issuing Bank Banks (each of the foregoing referred to as the “Lenders” for purposes of this Article 10) hereby irrevocably appoints Xxxxxx Xxxxxxx Senior Funding, Inc., as each of the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral any Agent by the terms hereof and of the this Agreement or any other Loan DocumentsDocument, together with such actions and powers as are reasonably incidental thereto. Any bank Without limiting the generality of the foregoing, each Agent is hereby expressly authorized by the Lenders to (i) execute any and all documents (including any release) with respect to the Collateral, as contemplated by and in accordance with the provisions of this Agreement and any other Loan Document, (ii) negotiate, enforce or settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the discretion of the Required Lenders, which negotiation, enforcement or settlement will be binding upon each Lender and (iii) to approve or disapprove of any transaction described in Section 6.03. Except, in each case, as set forth in the sixth paragraph of this Article 10, the provisions of this Article 10 are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any such provisions. The Person serving as an the Administrative Agent and/or the Collateral 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 an AgentAgent and the term “Lender” or “Lenders” shall, and such bank unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Parent or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunderhereunder and without any duty to account therefor to the Lenders. No Neither Agent shall not have any duties or obligations except those expressly set forth herein or and in the Security Agreementother Loan Documents. Without limiting the generality of the foregoing, neither Agent: (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.0211.02 or in the other Loan Documents); provided that such Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (c) shall, except as expressly set forth hereinherein and in the other Loan Documents, no Agent shall have any duty to disclose, and nor shall not it be liable for the failure to disclose, any information relating to the Borrowers Borrower or any of their Subsidiaries its Affiliates that is communicated to or obtained by the bank Person serving as an such Agent or any of its Affiliates in any capacity. No Neither Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.0211.02) or (ii) in the absence of its own gross negligence or willful misconduct. No Agent The Agents shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by a the Borrower or a Lender, and no such Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this AgreementAgreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinherein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative such Agent. Each Agent and each Arranger 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 (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent and each Arranger may also may rely upon any statement made to it orally or by telephone and believed by it to be have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent and each Arranger may consult with legal counsel (who may be counsel for a Credit Partythe Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agentit. Any Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of any each 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral either Agent may resign at any time by notifying the Lenders, each Issuing Bank Lenders and the CompanyBorrower; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or a Disqualified Institution. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the CompanyParent, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; so long as no Event of Default shall have occurred and be continuing, the Parent shall have the right to consent to such successor Administrative Agent (such consent not to be unreasonably withheld or delayed). If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankmeeting the qualifications set forth above. Upon the acceptance of its appointment as either Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent(or retired) Administrative Agent or Collateral Agent (as applicable), and the retiring Administrative Agent or Collateral Agent (as applicable) shall be discharged from its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Article 10). The fees payable by the Borrowers Borrower to a any successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article 10 and Section 10.03 11.03 shall continue in effect for the benefit of such retiring 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 or Collateral an Agent. Each Lender acknowledges that it has, independently and without reliance upon any either Agent or any other Lender or any of their Related Parties 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 any Agent or any other Lender or any of their Related Parties 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, any related agreement or any document furnished hereunder or thereunder. Anything herein to the contrary notwithstanding, none of the Arrangers shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, Collateral Agent, an Issuing Bank or a Lender hereunder. Further, each Secured Party hereby irrevocably authorizes the Collateral Agent: (a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon satisfaction of any conditions to release specified in any Collateral Document, (ii) that is disposed of or to be disposed of as part of or in connection with any disposition permitted hereunder or under any other Loan Document to any Person other than an Obligor, (iii) subject to Section 11.02, if approved, authorized or ratified in writing by the Required Lenders or such other percentage of Lenders required thereby, (iv) owned by a Guarantor upon release of such Guarantor from its obligations under this Agreement, (v) in accordance with Section 5.13(a) or (vi) as expressly provided in the Collateral Documents; (b) to release any Guarantor from its obligations hereunder if such Person ceases to be a Domestic Restricted Subsidiary that is a Wholly-Owned Subsidiary as a result of a transaction permitted hereunder; and (c) upon request of the Borrower, to take such actions as shall be required to subordinate any Lien on any property granted to the Collateral Agent to the holder of a Lien permitted by Section 6.02 or to enter into any intercreditor agreement with the holder of any such Lien. Upon request by the Collateral Agent at any time, the Required Lenders (or Lenders, as applicable) will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations hereunder pursuant to this paragraph. In each case as specified in this Article 10, the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Obligor such documents as such Obligor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted pursuant to the Loan Documents, or to release such Guarantor from its obligations hereunder, in each case in accordance with the terms of this Article 10. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent, each Lender and each other Secured Party hereby agree that (i) no Secured Party (other than the Collateral Agent) shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Agent, on behalf of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Collateral Agent and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. Any such release of Guaranteed Obligations or otherwise shall be deemed subject to the provision that such Guaranteed Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

The Agents. In order to expedite the transactions contemplated by this Agreement, JPMCB is hereby appointed to act as Administrative Agent, and JPMEL is hereby appointed to act as London Agent, on behalf of the Lenders and, where applicable, the Issuing Banks. Each of the Lenders and each of the Issuing Bank Banks hereby irrevocably appoints each of authorizes the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent Agents to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent Agents by the terms hereof and of the other Loan Credit Documents, together with such actions and powers as are reasonably incidental thereto. Any bank Lender serving as an 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 an such Agent, and such bank Lender and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers any Credit Party or any Subsidiary or other Affiliate thereof as if it were not an such Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementCredit Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Credit Documents that such Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set forth hereinin the Credit Documents, no Agent shall have any duty to disclose, and shall not or be liable for the failure to disclose, any information relating to the Borrowers Company or any of their Subsidiaries Subsidiary that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or willful wilful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower Agent, a Borrower or a Lender, and no such Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Credit Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Credit Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative such Agent. Each Agent 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 in good faith to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it in good faith to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for a any Credit Party), 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. Any Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Any Such 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 paragraphs and the provisions of Section 10.03 shall apply to any such sub-agent and to the Related Parties of any Agent the Agents 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral any Agent may resign at any time by notifying the Lenders, each the Issuing Bank Banks and the Company. Upon any such resignation, the Majority Lenders Administrative Agent, or, if the Administrative Agent shall have resigned, the Required Lenders, shall have the right, right (in consultation with, and with the consent of (unless an Event of Default has occurred and is continuing pursuant to clause (g) or (h) of Section 7.01), the Company, which shall not be unreasonably withheld) to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent maymay (in consultation with, and with the consent of (unless an Event of Default has occurred and is continuing pursuant to clause (g) or (h) of Section 7.01), the Company, which shall not unreasonably withhold such consent and which shall, if the retiring Agent shall so request, designate and approve a successor Agent) on behalf of the Lenders and each the Issuing BankBanks, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents 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 any Agent the Agents 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 Credit Document, any related agreement or any document furnished hereunder or thereunder. None of the institutions named as Syndication Agents or Documentation Agents in the heading of this Agreement shall, in their capacities as such, have any duties or responsibilities of any kind under this Agreement.

The Agents. Each of the Lenders and each the Issuing Bank Banks hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent as its agent agents and authorizes each of the Administrative Agent and the Collateral Agent Agents to take such actions on its behalf behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent Agents by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank Each Person serving as an 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 an Agent, and such bank Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Loan Parties or any Subsidiary subsidiary of a Loan Party or other Affiliate thereof as if it were not an Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such the applicable Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02), and (c) except as expressly set forth hereinin the Loan Documents, no Agent the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers any Loan Party or any of their Subsidiaries its subsidiaries that is communicated to or obtained by the bank Person serving as an Agent or any of its Affiliates in any capacity. No Neither Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its own gross negligence or willful misconduct. No Neither Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a the Borrower or a Lender, and no Agent the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewithwith any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vvi) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgents. Each Agent The Agents 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit Partythe Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Any Each 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any Agent the Agents 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the other Agent, the Lenders, each the Issuing Bank Banks and the CompanyBorrower. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the Companyconsent (not to be unreasonably withheld or delayed) of the Borrower, to appoint a successorsuccessor Agent; provided that, during the existence and continuation of an Event of Default, no consent of the Borrower shall be required. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the other Agent, the Lenders and each the Issuing BankBanks, appoint a successor Agent which shall be a commercial bank with an office in New York, New York, or an Affiliate of any such bankcommercial bank reasonably acceptable to the Borrower. Upon the acceptance of its appointment as Administrative Agent or Collateral an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring 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 or Collateral an Agent. Each Lender acknowledges that it has, independently and without reliance upon any either 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 any either 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 related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Agents; (b) neither Agent (i) makes any representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Agents undertake no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Agents and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorneys’ fees) incurred by either Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. The Arrangers, the joint bookrunners, co-syndication agents and the co-documentation agents shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Agents. Each of the Lenders and each Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent as its agent agents and authorizes each of the Administrative Agent and the Collateral Agent Agents to take such actions on its behalf behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent Agents by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank Each Person serving as an 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 an Agent, and such bank Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Loan Parties or any Subsidiary subsidiary of a Loan Party or other Affiliate thereof as if it were not an Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such the applicable Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02), and (c) except as expressly set forth hereinin the Loan Documents, no Agent the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers any Loan Party or any of their its Subsidiaries that is communicated to or obtained by the bank Person serving as an Agent or any of its Affiliates in any capacity. No Neither Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its own gross negligence or willful misconduct. No Neither Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a the Borrower or a Lender, and no Agent the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewithwith any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vvi) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgents. Each Agent The Agents 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit Partythe Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Any Each 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any Agent the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities facility provided for herein as well as activities as an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lendersother Agent, each Issuing Bank the Lenders and the CompanyBorrower. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the Companyconsent (not to be unreasonably withheld or delayed) of the Borrower, to appoint a successorsuccessor Agent; provided that, during the existence and continuation of an Event of Default, no consent of the Borrower shall be required. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders other Agent and each Issuing Bankthe Lenders, appoint a successor Agent which shall be a commercial bank with an office in New York, New York, or an Affiliate of any such bankcommercial bank reasonably acceptable to the Borrower. Upon the acceptance of its appointment as Administrative Agent or Collateral an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring 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 or Collateral an Agent. Each Lender acknowledges that it has, independently and without reliance upon any either 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 any either 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 related agreement or any document furnished hereunder or thereunder. The Arrangers, the joint bookrunners, the syndication agent and the documentation agent shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Agents. Each of the Lenders and each the Issuing Bank Banks hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and (i) the Collateral Agent to sign and deliver the Security Documents and (ii) each such Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral such Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank serving as an 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 an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers any Wireline Company or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunderAgent. No Agent shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02), and (c) except as expressly set forth hereinin the Loan Documents, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Subsidiaries Wireline Company that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a the Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinany Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 4 or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Each Agent 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit Partyany Wireline 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. Any Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Any 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any 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 Facilities as well as activities as an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent Agent, as the case may be, as provided in this paragraph, each of the Administrative Agent and and/or the Collateral Agent may resign at any time by notifying the Lenders, each the Issuing Bank Banks and the CompanyBorrower. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the Companyconsent of the Borrower (which may not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing BankBanks, appoint a successor Administrative Agent or Collateral Agent, as the case may be, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent Agent, as the case may be, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed in writing between the Company Borrower and such successor. After an any Agent’s resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring Agent, its sub-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 or Collateral an Agent. Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon any Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or any of their Related Parties 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 related agreement or any document furnished hereunder or thereunder.

The Agents. Each of the Lenders and each Issuing Bank hereby irrevocably appoints each of the Administrative Agent and (it being understood that references in this Article VIII to the Administrative Agent shall be deemed to include the Collateral Agent Agent) as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any The bank serving as an the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if it were not an the Administrative Agent hereunder. No The Administrative Agent shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no 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 hereby by the Loan Documents that such the Administrative Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set forth hereinin the Loan Documents, no 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 Borrowers Borrower or any of their its Subsidiaries that is communicated to or obtained by the bank serving as an Administrative Agent or any of its Affiliates in any capacity. No 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 Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) and the Administrative Agent shall not be liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct. No The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such the Administrative Agent by a the Borrower or a Lender, and no the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document or the occurrence of any Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Each The Administrative Agent 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. Each 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. Each The Administrative Agent may consult with legal counsel (who may be counsel for a Credit Party)counsel, 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. Any The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such the Administrative Agent. Any 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any 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 an Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each Issuing Bank Lenders and the CompanyBorrower. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the CompanyBorrower, to appoint a successorsuccessor from among the Lenders. If no successor shall have been so appointed by the Majority 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 each Issuing BankLenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.03 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent 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 any 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 related agreement or any document furnished hereunder or thereunder.

The Agents. Each of the Lenders and each Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Co-Collateral Agent as its agent Agents (collectively, the “Agents”) and authorizes each of the Administrative Agent and the Collateral Agent Agent, in its respective capacity, to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral such Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank Without limiting the generality of the foregoing, the Administrative Agent is hereby expressly authorized to execute any and all documents (including releases and intercreditor agreements) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. The banks serving as an Agent Agents hereunder shall have the same rights and powers in its their capacity as a Lender as any other Lender and may exercise the same as though it they were not an Agent, and such bank banks and its their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary subsidiary or other Affiliate thereof as if it they were not an Agent hereunder. No Agent shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is required instructed in writing to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.08), (c) each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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 and (cd) except as expressly set forth hereinin the Loan Documents, no Agent shall have any duty to disclose, and nor shall not it be liable for the failure to disclose, any information relating to Holdings, the Borrowers Borrower or any of their Subsidiaries the subsidiaries thereof that is communicated to or obtained by the bank serving as an such Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.08) or in the absence of its own gross negligence negligence, bad faith or willful misconductmisconduct or material breach of the Loan Documents (as determined by a court of competent jurisdiction in a final and non-appealable judgment). No Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by a the Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, (v) the perfection or priority of any Lien or security interest created or purported to be created under the Security Documents or (vvi) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative applicable Agent. Each Agent 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. Each Agent may also may rely upon any statement made to it orally or by telephone and believed by it to be have been made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for a Credit Partythe Borrower or any Affiliate thereof), 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 and in accordance with the advice of any such counsel, accountants or experts. Any For purposes of determining compliance with the conditions specified in Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agentit. Any Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of any each 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraphbelow, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying in writing the Lenders, each Issuing Bank (if applicable), the Floorplan Funding Agent and the CompanyBorrower. Upon receipt of any such resignationnotice of resignation of such Agent, the Majority Required Lenders shall have the right, in consultation with the Companyconsent of the Borrower (such consent not to be unreasonably withheld; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing under paragraphs (g)(i) or (h) of Article VII), to appoint a successorsuccessor (other than a Disqualified Institution) which shall be a commercial banking institution organized under the laws of the United States or any State or a United States branch or agency of a commercial banking institution, in each case having a combined capital and surplus of at least $500,000,000. If no successor shall have been so Agent is appointed prior to the effective date of resignation of the relevant Agent specified by such Agent in its notice, the resigning Agent may appoint, after consulting with the Lenders with the consent of and the Borrower, a successor agent from among the Lenders. If no successor agent has accepted appointment as the successor agent by the Majority Lenders and shall have accepted date which is 60 days following such appointment within 30 days after Agent’s notice of resignation, the retiring Agent gives notice of its resignation, then Agent’s resignation shall nevertheless thereupon become effective and the retiring Agent may, on behalf Lenders shall perform all of the Lenders and each Issuing Bankduties of such Agent hereunder until such time, if any, as the Required Lenders, appoint a successor agent as provided for above (except in the case of the Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate holding collateral security on behalf of any Secured Parties, the resigning Administrative Agent shall continue to hold such bankcollateral security as nominee until such time as a successor Administrative Agent is appointed). Upon the acceptance of its any appointment as Administrative Agent or Collateral an Agent hereunder by a successorsuccessor (and, in the case of a successor Administrative Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Security Documents, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security Documents or (b) otherwise ensure that the obligations under Section 5.09 are satisfied), the successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.03 9.05 shall continue in effect for the benefit of such retiring 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 Agent. None of Lenders or Collateral Agentother Persons identified on the cover page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “bookrunner,” or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has, independently and without reliance upon any Agent an Agent, the Arrangers 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 any Agent Agent, the Arrangers 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 AgreementAgreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.. To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the Obligations shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether such Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise; (a) to file and prove a claim for the whole amount of the Obligations and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and each Agent or (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and each Agent and their respective agents and counsel and all other amounts due such Lenders and the Administrative Agent under Section 2.05 and 9.05) 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;

The Agents. Each of the Lenders and each Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank Person serving as an 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 an the Administrative Agent, and such bank Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Holdings, the Borrowers or Borrower, any Subsidiary or any other Affiliate thereof of Holdings as if it were not an the Administrative Agent hereunder. No The Administrative Agent shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no 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 hereby by the Loan Documents that such the Administrative Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02 or Article VII), and (c) except as expressly set forth hereinin the Loan Documents, no 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 Borrowers or any of their Subsidiaries the Loan Parties that is communicated to or obtained by the bank Person serving as an Administrative Agent or any of its Affiliates in any capacity. No 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 Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02 or Article VII) or in the absence of its own gross negligence or willful wilful misconduct. No The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Agent it by a Holdings, the Borrower or a Lender, and no the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth or referred to in Article 3 IV hereof or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Each The Administrative Agent 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. Each Except to the extent that the provisions hereof require writings, 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. Each The Administrative Agent may consult with legal counsel (who may be counsel for a Credit PartyHoldings or the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent; PROVIDED that neither Holdings nor the Borrower shall, without its consent, be liable for any fees payable to any such Agentsub-agent, except for any fees payable in connection with the exercise of rights or remedies when an Event of Default has occurred and is continuing. Any 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any 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 an Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each Issuing Bank Lenders and the CompanyBorrower. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the Company, right to appoint a successor. If no successor shall have been so appointed by the Majority 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 each Issuing BankLenders, appoint a successor Administrative Agent which shall be a commercial bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The retiring or removed Administrative Agent shall provide to its successor the original or true and accurate copies of all of its books and records relating to this Agreement and the transactions contemplated hereby. The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an the Administrative Agent’s 's resignation hereunder, the provisions of this Article and Section 10.03 9.03 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any 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 any 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 related agreement or any document furnished hereunder or thereunder. Each Lender acknowledges and agrees to the terms of the Collateral Agency Agreement and to the appointment of the Collateral Agent to act as collateral agent under the Collateral Agency Agreement and the other Loan Documents, and each Lender hereby acknowledges and assumes all of the duties of a Secured Party as set forth in the Collateral Agency Agreement. Each Lender further agrees that, should Holdings or the Borrower fail to pay any costs or expenses of the Collateral Agent under Section 7.02(a) of the Collateral Agency Agreement, such Lender shall, promptly upon the demand in writing of the Collateral Agent, pay to the Collateral Agent such Lender's pro rata share of such costs.

The Agents. [Each of the Lenders and each Issuing Bank hereby irrevocably appoints each of the Administrative Agent and Agent, the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral such Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any Each bank serving as an 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 an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Holdings, the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02), and (c) except as expressly set forth hereinin the Loan Documents, no Agent shall have any duty to disclose, and no Agent shall not be liable for the failure to disclose, any information relating to Holdings, the Borrowers Borrower or any of their its Subsidiaries that is communicated to or obtained by the any bank serving as an Agent or any of its their Affiliates in any capacitycapacity (other than as an Agent). No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Holdings, the Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative such Agent. Each Agent 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit Partythe Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Any The Collateral Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for the Collateral Agent and the Lenders for purposes of the perfection of all security interests and Liens with respect to the Borrower’s and any Loan Party’s respective Deposit Accounts and Securities Accounts maintained with, and Cash and cash equivalents held by, such Lender. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of any each 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 an Agent. Subject to Effective upon the appointment and acceptance of a successor Administrative Agent or Collateral to such Agent as provided in this paragraph, each of the Administrative Agent and the Collateral any Agent may resign at any time by notifying upon 30 days notice to the Lenders, each Issuing Bank Lenders and the CompanyBorrower. Upon receipt of any such notice of resignation, the Majority Required Lenders shall have the right, in consultation with the Companyconsent of the Borrower (such consent not to be unreasonably withheld or delayed and such consent not to be required if an Event of Default under clause (a), (g) or (h) of Section 7.01 has occurred and is continuing), to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders Lenders, and each Issuing Bank, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an any Agent’s resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any 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 any 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 related agreement or any document furnished hereunder or thereunder.] [Article VIII is subject to revision by the Administrative Agent with the consent of the Borrower (such consent not to be unreasonably withheld).]

The Agents. Each of the Lenders and each the Issuing Bank Lender hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent JPMorgan Chase Bank, N.A. as its agent and authorizes each of the JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent and Collateral Agent, (i) to sign and deliver the Collateral Agent Documents and (ii) to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of the other Loan Financing Documents, together with such actions and powers as are reasonably incidental thereto. Any The bank serving as an the 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 an the Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if it were not an the Agent hereunder. No The Agent shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementFinancing Documents. Without limiting the generality of the foregoing, (a) no the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Financing Documents that such the Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set forth hereinin the Financing Documents, no the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers Borrower or any of their its Subsidiaries that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. No The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or willful misconduct. No The Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such the Agent by a the Borrower or a Lender, and no the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Financing Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Financing Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Financing Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 4 or elsewhere hereinin any Financing Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, or (vi) the existence, genuineness or value of any of the Collateral or the validity, perfection, recordation, priority or enforceability of any Lien on any of the Collateral. Each The Agent 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. Each The 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. Each The Agent may consult with legal counsel (who may be counsel for a Credit Partythe Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any The Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such the Agent. Any The 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any the 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each the Issuing Bank Lender and the CompanyBorrower. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the CompanyBorrower, to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing BankLender, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an the Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-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 Agent. To the extent required by any applicable laws, the Administrative Agent may withhold from any payment to any Lender or Collateral Issuing Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.16, each Lender and Issuing Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender or Issuing Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender or Issuing Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Lender by the Agent shall be conclusive absent manifest error. Each Lender and Issuing Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Lender under this Agreement or any other Facility Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or Issuing Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. For purposes of determining withholding Taxes imposed under FATCA, from and after the Third Amendment and Restatement Date, the Lenders hereby authorize the Administrative Agent to treat and the Administrative Agent shall treat all Loans (including any Loans already outstanding) as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). Each Lender acknowledges that it has, independently and without reliance upon any the 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 any the 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 Financing Document, any related agreement or any document furnished hereunder or thereunder. Nothing in any Financing Document shall impose on any of Citibank, N.A., Barclays Bank PLC or Xxxxxx Xxxxxxx Senior Funding, Inc., in its capacity as Co-Syndication Agent, or on any of General Electric Capital Corporation or Xxxxx Fargo Capital Finance, LLC, in its capacity as Co-Documentation Agent, or on any of Citigroup Global Markets Inc., Barclays Bank PLC, Xxxxxx Xxxxxxx Senior Funding, Inc., GE Capital Markets, Inc. and Xxxxx Fargo Capital Finance, LLC, in its capacity as a Second Amendment and Restatement Lead Arranger and Bookrunner, any duty or responsibility whatsoever.

The Agents. Each of the Lenders and each Issuing Bank hereby irrevocably appoints each the entity named as Administrative Agent in the heading of this Agreement and its successors to serve as administrative agent under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank serving as an Agent Each of the Agents 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 an Agent, and such bank Person and its Affiliates may accept deposits from, lend money to to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers either Borrower or any Subsidiary or other Affiliate thereof as if it such Person were not an Agent hereunderhereunder and without any duty to account therefor to the Lenders. No The Administrative Agent shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no the Administrative Agent shall not have any duty to take any discretionary action or to exercise any discretionary powerspower, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such the Administrative Agent is required to exercise as directed in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 10.02the Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion, could expose the Administrative Agent to liability or be contrary to any Loan Document or applicable law, and (c) except as expressly set forth hereinin the Loan Documents, no 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 Borrowers Borrowers, any Subsidiary or any Affiliate of their Subsidiaries any of the foregoing that is communicated to or obtained by the bank Person serving as an Administrative Agent or any of its Affiliates in any capacity. No 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 Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 10.02the Loan Documents) or in the absence of its own gross negligence or willful wilful misconduct, as determined by a court of competent jurisdiction by a final and non-appealable judgment. No The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such the Administrative Agent by a Borrower FCX or a Lender, and no the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent. Each The Administrative Agent shall be entitled to rely uponrely, and shall not incur any liability for relying uponrelying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed signed, sent or sent otherwise authenticated by the proper PersonPerson (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). Each The Administrative Agent also may rely shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper PersonPerson (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof), and shall not incur may act upon any liability for relying thereonsuch statement prior to receipt of written confirmation thereof. Each The Administrative Agent may consult with legal counsel (who may be counsel for a Credit Partythe Borrowers), 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. Any The Administrative Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such the Administrative Agent. Any The Administrative Agent and any such sub-agent may perform any of and all its their duties and exercise its their rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs this Article shall apply to any such sub-agent and to the Related Parties of any 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 an Administrative Agent. Subject to the appointment and acceptance terms of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each Issuing Bank and the Companyfrom its capacity as such. Upon any In connection with such resignation, the Majority Administrative Agent shall give notice of its intent to resign to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the CompanyBorrowers, to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignationintent to resign, then the retiring Administrative Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent Administrative Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between by the Company Borrowers and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article and Section 10.03 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent or Collateral Agentand in respect of the matters referred to in the proviso under clause (a) above. Each Lender acknowledges that it has, independently and without reliance upon either Agent, any Agent person listed on the cover page of this Agreement as an arranger, or any other Lender Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either Agent, any Agent person listed on the cover page of this Agreement as an arranger, or any other Lender Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender, by delivering its signature page to this Agreement on or prior to the Effective Date and funding its Loans on the applicable Closing Date, or delivering its signature page to an Assignment and Assumption pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date and a Closing Date, as applicable. No Credit Party shall have any right individually to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Credit Parties in accordance with the terms thereof. Each Credit Party, 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 have agreed to the foregoing provisions. Notwithstanding anything herein to the contrary, neither the Syndication Agent nor any Person named on the cover page of this Agreement as an arranger or a documentation agent shall have any duties or obligations under this Agreement or any other Loan Document (except in its capacity, as applicable, as a Lender), but all such Persons shall have the benefit of the indemnities provided for hereunder. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any such provisions.

The Agents. Each of the Lenders and each the Issuing Bank Lender hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent JPMorgan Chase Bank, N.A. as its agent and authorizes each of the JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent and Collateral Agent, (i) to sign and deliver the Collateral Agent Documents and (ii) to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of the other Loan Financing Documents, together with such actions and powers as are reasonably incidental thereto. Any The bank serving as an the 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 an the Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if it were not an the Agent hereunder. No The Agent shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementFinancing Documents. Without limiting the generality of the foregoing, (a) no the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Financing Documents that such the Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set forth hereinin the Financing Documents, no the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers Borrower or any of their its Subsidiaries that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. No The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or willful misconduct. No The Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such the Agent by a the Borrower or a Lender, and no the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Financing Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Financing Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Financing Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 4 or elsewhere hereinin any Financing Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, or (vi) the existence, genuineness or value of any of the Collateral or the validity, perfection, recordation, priority or enforceability of any Lien on any of the Collateral. Each The Agent 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. Each The 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. Each The Agent may consult with legal counsel (who may be counsel for a Credit Partythe Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any The Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such the Agent. Any The 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any the 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each the Issuing Bank Lender and the CompanyBorrower. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the CompanyBorrower, to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing BankLender, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an the Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-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 Agent. To the extent required by any applicable laws, the Administrative Agent may withhold from any payment to any Lender or Collateral Issuing Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.16, each Lender and Issuing Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender or Issuing Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender or Issuing Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Lender by the Agent shall be conclusive absent manifest error. Each Lender and Issuing Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Lender under this Agreement or any other Facility Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or Issuing Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. Each Lender acknowledges that it has, independently and without reliance upon any the 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 any the 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 Financing Document, any related agreement or any document furnished hereunder or thereunder. Nothing in any Financing Document shall impose on any of Citibank, N.A. or Xxxxxx Xxxxxxx Senior Funding, Inc., in its capacity as Co-Syndication Agent, or on any of General Electric Capital Corporation or Xxxxx Fargo Capital Finance, Inc., in its capacity as Co-Documentation Agent, any duty or responsibility whatsoever.

The Agents. Each of the Lenders and each Issuing Bank hereby irrevocably appoints each of (i) the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of the other Senior Loan Documents, together with such actions and powers as are reasonably incidental thereto and (ii) each Collateral Agent as its agent and authorizes the Collateral Agents to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agents by the terms of the Senior Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank The financial institutions serving as an Agent the Agents 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 an Agent, and such bank financial institutions and its their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other any Affiliate thereof of any of the foregoing as if it they were not an Agent Agents hereunder. No Agent shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementSenior Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Senior Loan Documents that such Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), 2.20 or 9.02) and (c) except as expressly set forth hereinin the Senior Loan Documents, no Agent shall have any duty to disclose, and no Agent shall not be liable for the failure to disclose, any information relating to the Borrowers Borrower or any of their the Subsidiaries that is communicated to or obtained by the bank financial institution serving as an such Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.022.20 or 9.02) or in the absence of its own gross negligence or willful misconductwilful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment). No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a the Borrower or a Lender, as applicable, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Senior Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Senior Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Senior Loan Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Senior Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative such Agent. Each Agent 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. Each 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. Each Any Agent may consult with legal counsel (who may be counsel for a Credit Partythe Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any and all of its duties and exercise any and all of its rights and powers by or through any one or more sub-agents appointed by such Agent. Any Agent and any such sub-agent may perform any and all of its duties and exercise any and all of its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of any 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral any Agent may resign at any time by notifying the Lenders, each the Issuing Bank Banks and the CompanyBorrower. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the CompanyBorrower, to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing BankBanks, appoint a successor Agent (which shall be a bank financial institution with an office in New York, New York, or an Affiliate of any such bankfinancial institution). Upon the acceptance of its appointment as Administrative Agent or Collateral an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an Agent’s 's resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any 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 any 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 Senior Loan Document or related agreement or any document furnished hereunder or thereunder. Each party hereto authorizes the Administrative Agent to enter into customary intercreditor agreements in connection with Securitizations and Factoring Transactions permitted under this Agreement.

The Agents. Each of the Lenders and each the Issuing Bank Banks hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and (i) the Collateral Agent to sign and deliver the Security Documents and (ii) each such Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral such Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank serving as an 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 an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers any Wireline Company or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunderAgent. No Agent shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02), and (c) except as expressly set forth hereinin the Loan Documents, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Subsidiaries Wireline Company that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a the Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinany Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 4 or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Each Agent 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit Partyany Wireline 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. Any Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Any 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any 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 Facilities as well as activities as an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent Agent, as the case may be, as provided in this paragraph, each of the Administrative Agent and and/or the Collateral Agent may resign at any time by notifying the Lenders, each the Issuing Bank Banks and the CompanyBorrower. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the Companyconsent of the Borrower (which may not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing BankBanks, appoint a successor Administrative Agent or Collateral Agent, as the case may be, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent Agent, as the case may be, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed in writing between the Company Borrower and such successor. After an any Agent’s resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring Agent, its sub-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 or Collateral an Agent. Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon any Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or any of their Related Parties 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 related agreement or any document furnished hereunder or thereunder. Notwithstanding any other provision of this Agreement or any provision in any other Loan Document, each of the Co-Documentation Agents, the Lead Arranger and the Joint Bookrunners and Arrangers are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document.

The Agents. Each of the Lenders and each Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of by the other Loan Financing Documents, together with such actions and powers as are reasonably incidental thereto. Any WestDeutsche Landesbank Girozentrale, New York Branch is hereby appointed Syndication Agent hereunder and under the other Financing Documents and each Lender hereby authorizes Syndication Agent to act as its agent in accordance with the terms hereof and the other Financing Documents. Dresdner Bank A.G. is hereby appointed Documentation Agent hereunder, and each Lender hereby authorizes Documentation Agent to act as its agent in accordance with the terms hereof and the other Financing Documents. As of the Closing Date, all the respective obligations of WestDeutsche Landesbank Girozentrale, New York Branch, in its capacity as Syndication Agent, and Dresdner Bank A.G., in its capacity as Documentation Agent, shall terminate. The bank serving as an the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business 149 with the Borrowers or any Subsidiary Company or other Affiliate thereof as if it were not an the Administrative Agent hereunder. No The Administrative Agent shall not have any duties or obligations except those expressly set forth herein or in the Security Agreementherein. Without limiting the generality of the foregoing, (a) no the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no 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 hereby that such the Administrative Agent is required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set forth hereinin this Agreement, no 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 Borrowers or any of their Subsidiaries Company that is communicated to or obtained by the bank serving as an Administrative Agent or any of its Affiliates in any capacity. No 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 Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or willful wilful misconduct. No The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such the Administrative Agent by a Borrower the Company or a Lender, and no the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this AgreementAgreement or any other Financing Document, (ii) the contents of any certificate, report or other document delivered hereunder hereunder, under any other Financing Document or in connection herewithherewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinherein or in any other Financing Document, (iv) the validity, enforceability, effectiveness or genuineness hereof, of this Agreement any other Financing Document or of any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinherein or in any other Financing Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Each The Administrative Agent 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. Each 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. Each The Administrative Agent may consult with legal counsel (who may be counsel for a Credit Partythe Company), independent accountants and 150 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. Any The Administrative Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such the Administrative Agent. Any The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of any 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 an Administrative Agent. The Administrative Agent shall, where appropriate, take into account the interests of the Secured Parties. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each Issuing Bank Lenders and the Company. Upon any such resignation, the Majority Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and each Issuing Bankin consultation with the Company, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After an the Administrative Agent’s 's resignation hereunder, the provisions of this Article and Section 10.03 10.3 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent. The Lenders agree to indemnify the Administrative Agent and each Related Party of the Administrative Agent (to the extent not reimbursed by the Company), ratably according to the respective principal amounts of the Loans owing to them and 151 Commitments issued by them, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent or Collateral such Related Party in any way relating to or arising out hereof or any other Financing Document or any action taken or omitted by the Administrative Agent or such Related Party under this Agreement or any other Financing Document, PROVIDED that no Lender shall be liable to the Administrative Agent or such Related Party for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses or disbursements resulting from the Administrative Agent's or such Related Party's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent and each Related Party of the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent or such Related Party in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent or such Related Party is not reimbursed for such expenses by the Company. Each Lender acknowledges that it has, independently and without reliance upon any the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Company and its Subsidiaries and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any 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 related agreement or any document furnished hereunder or thereunder.

The Agents. Each of the Lenders and each Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent Agents as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral such Agent by the terms hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Any Each bank serving as an 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 an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers any Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security Agreementherein. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied dutiesduties (other than as expressly assumed in the Security Documents), regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02), and (c) except as expressly set forth herein, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers any Borrower or any of their its Subsidiaries that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its own gross negligence or willful wilful misconduct. No Each Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this AgreementAgreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewithherewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative such Agent. Each Agent 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit PartyBorrower), 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. Any Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such any Agent. Any Each 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any such Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities Credit Facilities provided for herein as well as activities as an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each Issuing Bank Lenders and the CompanyBorrowers or the Borrowers and the Required Lenders may replace any Agent. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the CompanyBorrowers' Agent (and with the Borrowers' Agent's consent, unless an Event of Default shall have occurred and be continuing), to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of Agent. Upon any such bankreplacement, the Borrowers and the Required Lenders shall cause the successor Agent to purchase all of the replaced Agent's Commitments and the related Loans at the time owing to the replaced Agent. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an Agent’s 's resignation or replacement hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring or replaced 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any 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 any 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 related agreement or any document furnished hereunder or thereunder.

The Agents. Each of the Lenders and each the Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Applicable Agent as its agent and authorizes each of the Administrative Agent and the Collateral such Applicable Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral such Applicable Agent by the terms hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Any Each bank serving as an 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 an such Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Company or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.0211.02), and (c) except as expressly set forth herein, no Agent shall have any duty to disclose, and or shall not be liable for the failure to disclose, any information relating to the Borrowers Company or any of their its Subsidiaries that is communicated to or obtained by the bank serving as an such Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.0211.02) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent or (vi) the Administrative Agentperfection or priority of any Lien securing the Obligations. Each Agent 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit Partyany Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Any Each 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any each 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral any Agent may resign at any time by notifying the Lenders, each the Issuing Bank (in the case of the Administrative Agent) and the Company. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing BankBank (in the case of a successor Administrative Agent), appoint a successor Agent, which, in the case of the Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank; and in the case of the European Agent, shall be a bank with an office in London, England, or an Affiliate of any such bank. The appointment of a successor European Agent shall be subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld). Upon the acceptance of its appointment as Administrative Agent or Collateral an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers any Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company such Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.03 11.03 shall continue in effect for the benefit of such retiring 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 or Collateral an Agent. Each Lender acknowledges that it has, independently and without reliance upon any 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 any 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 related agreement or any document furnished hereunder or thereunder. Each Lender authorizes the Administrative Agent to enter into the Collateral Documents and to take all action contemplated thereby. Each Lender agrees that no one (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents. In the event that any collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Lenders any Loan Documents necessary or appropriate to grant and perfect a Lien on such collateral in favor of the Administrative Agent on behalf of the Lenders. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to permit the release of any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 11.02(c); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Documents; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of collateral pursuant hereto. The Company may request that the Administrative Agent and the Lenders release their security interest in Receivables originated by a Designated Subsidiary. If the Company delivers a written certification to the Administrative Agent certifying that (i) no Event of Default is then outstanding, (ii) the applicable Designated Subsidiary (or its successor) has merged into Insight Direct USA, Inc., with Insight Direct USA, Inc. being the survivor thereof, (iii) Insight Direct USA, Inc. owns all of the Receivables originated by the applicable Designated Subsidiary and (iv) such Receivables, once released from the Administrative Agent’s and the Holders of Secured Obligations’ security interest, qualify as eligible receivables under a Permitted Receivables Facility, then the Administrative Agent shall promptly after its receipt of such written certification release its and the Holders of Secured Obligations’ security interest in such Receivables. Prior to giving effect to any such release, the Administrative Agent shall be entitled to receive copies of the documentation evidencing any such merger (including documentation certified by the applicable secretary of state or comparable Governmental Authority), the subsequent ownership of the applicable Receivables, and the eligibility of such Receivables under a Permitted Receivables Facility, and may withhold any such release until such supporting documentation is delivered. No such release shall occur if an Event of Default is then outstanding. Each Lender hereby authorizes the Administrative Agent on the Effective Date to enter into the Intercreditor Agreement and to take all actions with respect to such agreement as contemplated hereunder or thereunder. Each Lender hereby authorizes the Administrative Agent on the Effective Date to release from the Subsidiary Guarantee Agreement and the Collateral Documents each Subsidiary that does not constitute a Material Subsidiary as of such date. The Dutch Borrower hereby irrevocably and unconditionally undertakes to pay to the Administrative Agent an amount equal to the aggregate amount payable by it and the UK Borrower from time to time in respect of (a) their Obligations and (b) each Swap Agreement entered into by the Dutch Borrower or the UK Borrower with any counterparty that was a Lender (or an Affiliate thereof) at the time such Swap Agreement was entered into (unless the applicable Lender party thereto agreed in writing not be secured pursuant to this Credit Agreement) (the “Swap Obligations”). This payment undertaking of the Dutch Borrower to the Administrative Agent is hereinafter to be referred to as the “Dutch Parallel Debt”. The Dutch Parallel Debt will be payable in the currency or currencies of the corresponding Obligations and Swap Obligations. Any obligation under the Dutch Parallel Debt shall become due and payable (opeisbaar) as and when and to the extent one or more of the corresponding Obligations or Swap Obligations become due and payable. The parties hereto agree that a Default in respect of the Obligations or Swap Obligations entered into by the Dutch Borrower or the UK Borrower shall constitute a default (verzuim) within the meaning of Article 3:248 Netherlands Civil Code with respect to the Dutch Parallel Debt as well without any notice being required therefor. Each of the parties hereto acknowledges that: (i) each Dutch Parallel Debt constitutes an undertaking, obligation and liability of the Dutch Borrower to the Administrative Agent which is separate and independent from, and without prejudice to, the Obligations and Swap Obligations; and (ii) each Dutch Parallel Debt represents the Administrative Agent’s own separate and independent claim (eigen en zelfstandige vordering) to receive payment of the Dutch Parallel Debt from the Dutch Borrower, it being understood that the amount which may become payable by the Dutch Borrower, respectively, as the Dutch Parallel Debt shall never exceed the total of the amounts which are payable by it and the UK Borrower under the Obligations and Swap Obligations. For the avoidance of doubt, the Dutch Borrower, the UK Borrower and the Administrative Agent confirm that the claims of the Administrative Agent against the Dutch Borrower in respect of the Dutch Parallel Debt and the claims of any one or more of the Holders of Secured Obligations against the Dutch Borrower and the UK Borrower in respect of the Obligations and Swap Obligations payable by the Dutch Borrower and the UK Borrower to such Holders of Secured Obligations do not constitute common property (gemeenschap) within the meaning of article 3:166 Netherlands Civil Code and that the provisions relating to common property shall not apply. If, however, it shall be held that such claim of the Administrative Agent and such claims of any one or more of the Holders of Secured Obligations do constitute common property and the provisions relating to common property do apply, the parties agree that the applicable provisions of the Credit Agreement and the Intercreditor Agreement shall constitute the administration agreement (beheersregeling) within the meaning of article 3:168 Netherlands Civil Code. To the extent the Administrative Agent irrevocably (onaantastbaar) receives any amount in payment of any Dutch Parallel Debt, the Administrative Agent shall distribute such amount among the Holders of Secured Obligations that are creditors of the corresponding Obligations or Swap Obligations in accordance with the applicable provisions of the Credit Agreement and the Intercreditor Agreement. The Dutch Borrower, the UK Borrower and the Administrative Agent agree that upon irrevocable receipt by the Administrative Agent of any amount in payment of the Dutch Parallel Debt (a “Received Amount”), the corresponding Obligations or Swap Obligations shall be reduced by amounts totalling an amount equal to the Received Amount (a “Deductible Amount”) in the manner as if the Deductible Amount were received as payment of the relevant Obligations or Swap Obligations on the date of receipt by the Administrative Agent of the Received Amount. The parties hereto acknowledge and agree that, for purposes of a Dutch pledge, any resignation by the Administrative Agent is not effective until its rights under the Dutch Parallel Debt are assigned to the successor Administrative Agent. No Person identified on the cover page to this Agreement, the signature pages to this Agreement or otherwise in this Agreement as a “Co-Syndication Agent” or a “Lead Arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, if such Person is a Lender, those applicable to all Lenders as such. Without limiting the foregoing, no Person identified on the cover page to this Agreement, the signature pages to this Agreement or otherwise in this Agreement as a “Co-Syndication Agent”, or a “Lead Arranger” shall have or be deemed to have any fiduciary duty to or fiduciary relationship with any Lender. In addition to the agreement set forth above, each of the Lenders acknowledges that it has not relied, and will not rely, on any Person so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

The Agents. Each of the Lenders and each of the Issuing Bank Banks hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent Agents as its agent agents and authorizes each of the Administrative Agent and the Collateral Agent Agents to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent Agents by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any The bank serving as an the Administrative Agent and Collateral 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 an the Administrative Agent or Collateral Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Company or any Subsidiary or other Affiliate thereof as if it were not an the Administrative Agent or Collateral Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no Agent the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such Agent is the Agents are required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02), and (c) except as expressly set forth hereinin the Loan Documents (including any provision that expressly provides that either Agent has received information for, no Agent or on the instructions of, any Lender), the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers Company or any of their its Subsidiaries that is communicated to or obtained by the bank serving as an Agent them or any of its their Affiliates in any capacity. No Agent The Agents shall not be liable for any action taken or not taken by it them with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its their own gross negligence or willful wilful misconduct. No Agent The Agents shall not be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Agent them by a Borrower the Company or a Lender, and no Agent the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the Collateral Agent. Each Agent The Agents 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 them to be genuine and to have been signed or sent by the proper Person. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit Partythe 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. Any Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agentit. Any Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of any each 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 an Administrative Agent or Collateral Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent successor, as provided in this paragraph, each of the Administrative Agent and the Collateral either Agent may resign at any time by notifying the Lenders, each the Issuing Bank Banks and the Company. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing BankBanks, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After an Agent’s 's resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any either 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 any either 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 related agreement or any document furnished hereunder or thereunder. Each party to this Agreement acknowledges that the Syndication Agent shall have no duties, responsibilities, obligations or authority under this Agreement or any other Loan Document in such capacity.

The Agents. Each of the Lenders and each the Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent Agents as its agent their agents and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Any bank Person serving as an 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 an Agent, and such bank Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Administrative Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security Agreementherein. Without limiting the generality of the foregoing, (a) no Agent the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is the Agents are required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.0210.2), and (c) except as expressly set forth herein, no Agent the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers Administrative Borrower or any of their its Subsidiaries that is communicated to or obtained by the bank serving as an Agent them or any of its their Affiliates in any capacity. No Agent The Agents shall not be liable to the Lenders for any action taken or not taken by it them with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.0210.2) or in the absence of its their own gross negligence or willful misconduct. No Each Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Agent by a the Administrative Borrower or a Lender, and no Agent the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative such Agent. Each Agent 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit Partythe Administrative Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. The London Agent shall have no duties or rights hereunder until the Administrative Borrower provides the London Agent with a Borrowing Request and requests a Borrowing in an Alternative Currency. At such time, the London Agent shall be appointed as an Agent by the Administrative Agent and the London Agent shall become party to this Agreement as an Agent. Any Thereafter, the London Agent shall be an Agent hereunder. Each 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any 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 an Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the other Agents, the Lenders, each the Issuing Bank and the CompanyAdministrative Borrower. Upon any such resignation, the Majority Required Lenders (in the case of a resignation by the Administrative Agent) or the Administrative Agent (in the case of a resignation by any other Agent) shall have the right, in consultation with the CompanyAdministrative Borrower, to appoint a successor. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankPerson. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Administrative Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Administrative Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.03 10.3 shall continue in effect for the benefit of such retiring 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 or Collateral Agent. Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon any 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 AgreementAgreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also acknowledges that it willshall, independently and without reliance upon any Agent or any other Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Administrative Borrower and its Affiliates) 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 related agreement or any document furnished hereunder or thereunderthereunder and in deciding whether or to the extent to which it will continue as a lender or assign or otherwise transfer its rights, interests and obligations hereunder. The Lead Arranger shall have no duties, responsibilities or obligations to, and no authority to act for, any other party to this Agreement by virtue of its status as Lead Arranger hereunder.

The Agents. Each of the Lenders and each the Issuing Bank Banks hereby irrevocably appoints the each of the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral such Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any Each bank serving as an 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 an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with FDSI, the Borrowers Borrower or any other Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. No Agent shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02), and (c) except as expressly set forth hereinin the Loan Documents, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to FDSI, the Borrowers Borrower or any of their the other Subsidiaries that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its own gross negligence or willful wilful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a FDSI, the Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative such Agent. Each Agent 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit PartyFDSI or the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Any Each 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any each 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 an such Agent. Subject to the appointment and acceptance of a successor Administrative Paying Agent or Collateral Administrative Agent as provided in this paragraph, each of the Paying Agent or an Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each the Issuing Bank Banks and the CompanyFDSI. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation right with the Companyconsent of FDSI (not to be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Paying Agent or Administrative Agent, as the case may be, gives notice of its resignation, then the retiring Paying Agent or Administrative Agent may, on behalf of the Lenders and each the Issuing BankBanks, appoint a successor Paying Agent or Administrative Agent, as applicable, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Paying Agent or Collateral 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 Paying Agent or Administrative Agent, as applicable, and the retiring Paying Agent or Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers either Loan Party to a successor Paying Agent or Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company such Loan Party and such successor. After an the Paying Agent’s 's or Administrative Agent's resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring Paying Agent or 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 Paying Agent or Collateral Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon any 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 any 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 related agreement or any document furnished hereunder or thereunder.

The Agents. Each of the Lenders and each the Issuing Bank Banks hereby irrevocably appoints each of Citibank to act on its behalf as the Administrative Agent and the Collateral Agent as its agent hereunder and under the other Loan Documents and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral such Agent by the terms hereof and of the other Loan Documentsor thereof, together with such actions and powers as are reasonably incidental thereto. Any bank Each Person serving as an 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 an AgentAgent and the term “Lender” or “Lenders” shall, and unless otherwise expressly indicated or unless the context otherwise requires, include each Person serving as an Agent hereunder in its individual capacity. Each such bank Person and its Affiliates may accept deposits from, lend money to to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Obligors or any Subsidiary or other Affiliate thereof as if it such Person were not an Agent hereunderhereunder and without any duty to account therefor to the Lenders. No Neither Agent shall not have any duties or obligations except those expressly set forth herein or and in the Security Agreementother Loan Documents. Without limiting the generality of the foregoing, neither Agent shall: (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, ; (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing as directed by the Majority 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 other Loan Documents); provided that such Agent shall not be required to take any action that, in Section 10.02)its opinion or the opinion of its counsel, and may expose such Agent to liability or that is contrary to any Loan Document or applicable law; and (c) except as expressly set forth hereinherein and in the other Loan Documents, no Agent shall have any duty to disclose, and or shall not be liable for the failure to disclose, any information relating to the Borrowers any Obligor or any of their Subsidiaries its Affiliates that is communicated to or obtained by the bank Person serving as an such Agent or any of its Affiliates in any capacity. No Neither Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.02) or (ii) in the absence of its own gross negligence or willful misconduct. No Each Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof describing such Default is given to such Agent by the Obligors, a Borrower Lender or a Lender, and no an Issuing Bank. Neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this AgreementAgreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewithherewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinherein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement Agreement, any other Loan Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 3 V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative such Agent. Each Agent 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 (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed signed, sent or sent otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, each Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless such Agent shall have received notice to the contrary from such Lender or such Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (who may be counsel for a Credit Partyan Obligor), 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. Any Each Agent may perform any and all 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 such Agent. Any Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective its Related Parties. The exculpatory provisions of the preceding paragraphs this Article shall apply to any such sub-agent and to the Related Parties of any each Agent and any such sub-agentagents, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an such Agent. Subject to to, and effective upon, the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraphbelow, each of the Administrative Agent and the Collateral any Agent may resign at any time by notifying the Lenders, each Issuing Bank Lenders and the CompanyBorrowers. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the Company, right to appoint a successorsuccessor with the consent of the Borrowers (which consent (i) shall not be required if a Payment Default or Bankruptcy Event of Default shall have occurred and be continuing and (ii) shall not be unreasonably withheld or delayed). If no successor shall have been so appointed by the Majority Required Lenders and approved by the Borrowers and shall have accepted such appointment within 30 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders with the consent of the Borrowers (which consent (i) shall not be required if a Payment Default or Bankruptcy Event of Default shall have occurred and each Issuing Bankbe continuing and (ii) shall not be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank with an office in New York, New YorkYork and an office in London, England (or a bank having an Affiliate with such an office) having a combined capital and surplus that is not less than $500,000,000 or an Affiliate of any such bank. Upon the acceptance of its any appointment as Administrative Agent or Collateral Agent hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent or Collateral Agent. Each Lender and each Issuing Bank acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon any Agent the Agents or any other Lender or any of their Related Parties 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.

The Agents. Each of the Lenders and each the Issuing Bank hereby irrevocably appoints each of the The Chase Manhattan Bank as Administrative Agent and the Collateral Agent as its agent (for purposes of this Article VIII, collectively, the "AGENT") and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any The bank serving as an the 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 an the Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Holdings, the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if it were not an the Agent hereunder. No The Agent shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such the Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02), and (c) except as expressly set forth hereinin the Loan Documents, no the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings, the Borrowers Borrower or any of their its Subsidiaries that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. No The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its own gross negligence or willful wilful misconduct. No The Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such the Agent by a Holdings, the Borrower or a Lender, and no the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or 107 102 representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Each The Agent 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. Each The 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. Each The Agent may consult with legal counsel (who may be counsel for a Credit Partythe Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any The Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such the Agent. Any The 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any each 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each the Issuing Bank and the CompanyBorrower. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the CompanyBorrower, to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral 108 103 Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an the Agent’s 's resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any the 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 any the 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 related agreement or any document furnished hereunder or thereunder.

The Agents. (a) Each of the Lenders and each the Issuing Bank Banks hereby irrevocably appoints each of the entities named as Administrative Agent and the Collateral Agent in the heading of this Agreement and its successors to serve as its administrative agent and collateral agent, respectively, under the Loan Documents, and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral each Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders and the Issuing Banks hereby grants to each Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. (b) The Persons serving as an Agent the Agents hereunder shall have the same rights and powers in its capacity as a Lender or an Issuing Bank as any other Lender or Issuing Bank and may exercise the same as though it were not an Agent, and such bank Person and its Affiliates may accept deposits from, lend money to to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Parent, the Borrowers Borrower or any other Subsidiary or other Affiliate thereof as if it such Person were not an Agent hereunder. hereunder and without any duty to account therefor to the Lenders. (c) No Agent shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (ai) no Agent the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (bii) no Agent the Agents shall not have any duty to take any discretionary action or to exercise any discretionary powerspower, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such Agent is the Agents are required to exercise as directed in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary necessary, or as either Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 10.02the Loan Documents); provided that no Agent shall be required to take any action that, in its opinion, could expose such Agent to liability or be contrary to any Loan Document or applicable law, and (ciii) except as expressly set forth hereinin the Loan Documents, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrowers Borrower, any other Subsidiary or any other Affiliate of their Subsidiaries any of the foregoing that is communicated to or obtained by the bank Person serving as an such Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary necessary, or as such Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 10.02the Loan Documents) or in the absence of its own gross negligence negligence, bad faith or willful misconductmisconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by Parent, the Borrower, a Borrower Lender or a Lenderan Issuing Bank, and no such Agent shall not be responsible for or have any duty to ascertain or inquire into (iA) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (iiB) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iiiC) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document or the occurrence of any Default, (ivD) the sufficiency, validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, or (vE) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to such Agent. Notwithstanding anything herein to the contrary, the Administrative Agent. Agent shall not have any liability arising from any confirmation of the Revolving Exposure or the component amounts thereof. (d) Each Agent shall be entitled to rely uponrely, and shall not incur any liability for relying uponrelying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed signed, sent or sent otherwise authenticated by the proper PersonPerson (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). Each Agent also may rely shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper PersonPerson (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof), and shall not incur may act upon any liability for relying thereonsuch statement prior to receipt of written confirmation thereof. Each Agent may consult with legal counsel (who may be counsel for a Credit Partythe Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any . (e) Each Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such the Administrative Agent. Any Each Agent and any such sub-agent may perform any of and all its their duties and exercise its their rights and powers through their respective Related PartiesParties (other than to a Disqualified Institution). The exculpatory provisions of the preceding paragraphs this Article shall apply to any such sub-agent and to the such Related Parties of any each 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 its activities as an Agent. . (f) Subject to the appointment and acceptance terms of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral either Agent may resign at any time by notifying the Lenders, each Issuing Bank and the Companyfrom its capacity as such. Upon any In connection with such resignation, the Majority Agent shall give notice of its intent to resign to the Lenders, the Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the other Agent and the Required Lenders shall have the right, in consultation with the Companyprior written approval of the Borrower (not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders with the consent of the Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignationintent to resign, then the retiring Agent may, on behalf of the Lenders and each the Issuing BankBanks, appoint a successor Agent with the written approval of the Borrower (such approval not to be unreasonably withheld or delayed), which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. The fees payable by Parent and the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between by Parent, the Company Borrower and such successor. After an Notwithstanding the foregoing, in the event no successor Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the retiring Agent under any Security Document for the benefit of the Secured Parties, the retiring Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Collateral Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, provided that (A) all payments required to be made hereunder or under any other Loan Document to the retiring Agent for the account of any Person other than the Agents shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the retiring Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the retiring Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article and Section 10.03 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent, its sub-agents agent and their respective Related Parties (other than any Disqualified Institutions) in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent or Collateral Agent. and in respect of the matters referred to in the proviso under clause (i) above. (g) Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon any Agent either Agent, the Lead Arranger or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon any Agent either Agent, the Lead Arranger or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. (h) Each Lender, by delivering its signature page to this Agreement and funding its Loans on the Closing Date, or delivering its signature page to an Assignment and Assumption shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Closing Date. (i) No Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Agents, as agents for and representatives of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. (j) Notwithstanding anything to the contrary set forth herein, it is understood and agreed that the Persons serving as Documentation Agents, Co-Arrangers and Co-Syndication Agents hold titles in name only and their titles confer no obligations, duties or responsibilities under this Agreement or any other Loan Document, except in their capacities as Lenders. (k) In furtherance of the foregoing and not in limitation thereof, no Hedging Agreement or Cash Management Services, the obligations under which constitute Secured Obligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document except as expressly provided in the Collateral Agreement. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Hedging Agreement or a provider of any Cash Management Services, as applicable, shall be deemed to have appointed the Collateral Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. (l) To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender in an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Loan Party and without limiting the obligation of any applicable Loan Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this section. For the avoidance of doubt, for purposes of this section, the term “Lender” includes any Issuing Bank and any Swingline Lender.

The Agents. Each of the Lenders and each Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank serving as an 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 an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. No Agent shall not have any duties or obligations except those expressly set forth herein or in the Security Agreement. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02); provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (c) except as expressly set forth herein, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Subsidiaries that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article ARTICLE 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Each Agent 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit Party), 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. Any Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Any 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each Issuing Bank and the Company. Upon any such resignation, the Majority Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring 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 or Collateral Agent. If the Person serving as Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Majority Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrowers and such Person remove such Person as Administrative Agent or Collateral Agent, as applicable, and, in consultation with the Borrowers, appoint a successor. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Majority Lenders and the Borrowers) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Each Lender acknowledges that it has, independently and without reliance upon any 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 any 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 related agreement or any document furnished hereunder or thereunder.

The Agents. Each of the Lenders (including in its capacity as a potential counterparty under a Secured Swap Agreement or a provider of Secured Cash Management Services), Secured Parties and each Issuing Bank Banks hereby irrevocably appoints each of JPMCB as the Administrative Agent and the Collateral Agent as its agent (and JPMCB hereby accepts such appointment) and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Any bank Except, in each case, as set forth in the sixth paragraph of this Article, the provisions of this Article are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions. The Person serving as an the Agent (which for purposes of this Article shall mean the Administrative Agent and the Collateral 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 an Agentthe Agent and the term “Lender” or “Lenders” shall, and such bank unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if it were not an the Agent hereunderhereunder and without any duty to account therefor to the Lenders. No The Agent shall not have any duties or obligations except those expressly set forth herein or and in the Security Agreementother Loan Documents. Without limiting the generality of the foregoing, the Agent: (a) no Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such the Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.0210.2 or in the other Loan Documents); provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (c) shall not, except as expressly set forth hereinherein and in the other Loan Documents, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers Borrower or any of their Subsidiaries its Affiliates that is communicated to or obtained by the bank Person serving as an Agent or any of its Affiliates in any capacity. No The Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.0210.2) or (ii) in the absence of its own gross negligence or willful misconduct. No The Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such the Agent by a the Borrower or a Lender, and no the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this AgreementAgreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinherein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Each The Agent 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 (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed or sent by the proper Person. Each The 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. Each In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Agent may consult with legal counsel (who may be counsel for a Credit Partythe Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any The Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such the Agent. Any The 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any the 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 an Agent. Subject to the appointment and acceptance of a successor The Administrative Agent or Collateral Agent as provided in this paragraph, each of shall have the Administrative Agent and the Collateral Agent may right to resign at any time by notifying giving prior written notice thereof to the Lenders and the Borrower. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent and/or the Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders, each Issuing Bank and the CompanyAdministrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation, (ii) the acceptance of such successor Administrative Agent by the Borrower and the Required Lenders or (iii) such other date, if any, agreed to by the Borrower and the Required Lenders. Upon any such notice of resignation, if a successor Administrative Agent has not already been appointed by the Majority retiring Administrative Agent, the Required Lenders shall have the right, in consultation with the CompanyBorrower, to appoint a successorsuccessor Administrative Agent. If no neither the Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, the Required Lenders shall be deemed to have been succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that, until a successor Administrative Agent is so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after or the retiring Administrative Agent, any collateral security held by the Administrative Agent gives notice of in its resignation, then role as the retiring Collateral Agent may, on behalf of the Lenders and each the Issuing Bank, appoint Banks under any of the Loan Documents shall continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent which is appointed. Any successor Administrative Agent shall be a bank with an office in New York, New York, the United States or an Affiliate of any such bankbank with an office in the United States. Upon the acceptance of its any appointment as Administrative Agent or Collateral Agent hereunder by a successorsuccessor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Administrative Agent and the retiring Administrative Agent shall promptly (x) transfer to such successor Administrative Agent all sums, securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (y) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by Except as provided above, any resignation of JPMCB or its successor as the Borrowers Administrative Agent pursuant to a this Article shall also constitute the resignation of JPMCB or its successor Agent shall be as the same as those payable to its predecessor unless otherwise agreed between the Company and such successorCollateral Agent. After an any retiring Administrative Agent’s resignation hereunderhereunder as Administrative Agent and Collateral Agent, the provisions of this Article and Section 10.03 IX shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as Administrative Agent and Collateral Agent hereunder and while it continues to hold any collateral security as nominee until a successor Collateral Agent is appointed. Any successor Administrative Agent appointed pursuant to this Article IX shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. In addition to the foregoing, the Collateral Agent may resign at any time by giving prior written notice thereof to the Lenders and the Grantors. The Administrative Agent shall have the right to appoint a financial institution as the Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders and the Collateral Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation, (ii) the acceptance of such successor Collateral Agent by the Borrower and the Required Lenders or (iii) such other date, if any, agreed to by the Required Lenders and the Borrower. Upon any such notice of resignation, the Required Lenders shall have the right, upon five Business Days’ notice to the Administrative Agent and in consultation with the Borrower, to appoint a successor Collateral Agent. Each Lender acknowledges Until a successor Collateral Agent is so appointed by the Required Lenders or the Administrative Agent, any collateral security held by the Collateral Agent on behalf of the Lenders and/or the Issuing Banks under any of the Loan Documents shall continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent is appointed. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, that it hassuccessor Collateral Agent shall thereupon succeed to and become vested with all the rights, independently powers, privileges and without reliance upon any duties of the retiring Collateral Agent under this Agreement and the Collateral Documents, and the retiring Collateral Agent under this Agreement shall promptly (x) transfer to such successor Collateral Agent all sums, securities and other items of Collateral held hereunder or under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement and the Collateral Documents, and (y) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement and the Collateral Documents. After any other retiring Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Agreement and the Collateral Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the Collateral Documents while it was the Collateral Agent hereunder and while it continues to hold any collateral security as nominee until a successor Collateral Agent is appointed. Any resignation of JPMCB or its successor as the Administrative Agent pursuant to this Article IX shall also constitute the resignation of JPMCB or its successor as Swing Line Lender and based on Issuing Bank, and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such documents and information as it has deemed appropriateappointment, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other become successor Swing Line Lender and based on Issuing Bank for all purposes hereunder. In such documents event (i) the Borrower shall prepay any outstanding Swing Line Loans made by the retiring Administrative Agent in its capacity as Swing Line Lender, (ii) upon such prepayment, the retiring Administrative Agent and information as Swing Line Lender shall surrender any Swing Line Note held by it shall from time to time deem appropriatethe Borrower for cancellation, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.and

The Agents. Each of the Lenders and each Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank Person serving as an 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 an the Administrative Agent, and such bank Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Holdings, the Borrowers or Borrower, any Subsidiary or any other Affiliate thereof of Holdings as if it were not an the Administrative Agent hereunder. No The Administrative Agent shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no 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 hereby by the Loan Documents that such the Administrative Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02 or Article VII), and (c) except as expressly set forth hereinin the Loan Documents, no 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 Borrowers or any of their Subsidiaries the Loan Parties that is communicated to or obtained by the bank Person serving as an Administrative Agent or any of its Affiliates in any capacity. No 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 Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02 or Article VII) or in the absence of its own gross negligence or willful wilful misconduct. No The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Agent it by a Holdings, the Borrower or a Lender, and no the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth or referred to in Article 3 IV hereof or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Each The Administrative Agent 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. Each Except to the extent that the provisions hereof require writings, 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. Each The Administrative Agent may consult with legal counsel (who may be counsel for a Credit PartyHoldings or the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent; PROVIDED that neither Holdings nor the Borrower shall, without its consent, be liable for any fees payable to any such Agentsub-agent, except for any fees payable in connection with the exercise of rights or remedies when an Event of Default has occurred and is continuing. Any 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any 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 an Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each Issuing Bank Lenders and the CompanyBorrower. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the Company, right to appoint a successor. If no successor shall have been so appointed by the Majority 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 each Issuing BankLenders, appoint a successor Administrative Agent which shall be a commercial bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The retiring or removed Administrative Agent shall provide to its successor the original or true and accurate copies of all of its books and records relating to this Agreement and the transactions contemplated hereby. The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an the Administrative Agent’s 's resignation hereunder, the provisions of this Article and Section 10.03 9.03 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any 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 any 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 related agreement or any document furnished hereunder or thereunder. Each Lender acknowledges and agrees to the terms of the Collateral Agency Agreement and to the appointment of the Collateral Agent to act as collateral agent under the Collateral Agency Agreement and the other Loan Documents.

The Agents. Each of the Lenders and each Issuing Bank hereby irrevocably appoints each of the Administrative Paying Agent and the Collateral each Co-Administrative Agent as its agent and authorizes each of the Administrative Paying Agent and the Collateral each Co-Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Paying Agent and the Collateral each Co-Administrative Agent by the terms hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Any bank The banks serving as an the Paying Agent and Co-Administrative Agents 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 an Agentserving in such agency capacity, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers or Borrower, any Subsidiary or Enterprise GP or other Affiliate thereof as if it were not an Agent agent hereunder. No The Paying Agent and Co-Administrative Agents shall not have any duties or obligations except those expressly set forth herein or in the Security Agreementherein. Without limiting the generality of the foregoing, (a) no the Paying Agent and Co-Administrative Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no the Paying Agent and Co-Administrative Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such the Paying Agent and Co-Administrative Agents is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02), and (c) except as expressly set forth herein, no the Paying Agent and Co-Administrative Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or Borrower, any of their its Subsidiaries or Enterprise GP that is communicated to or obtained by the bank any of them while serving as an Paying Agent or Co-Administrative Agents, as applicable, or by any of its their respective Affiliates in any capacity. No The Paying Agent and Co-Administrative Agents shall not be liable to the Lenders for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its own gross negligence or willful misconduct. No The Paying Agent and Co-Administrative Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such the Paying Agent and Co-Administrative Agents by a the Borrower or a Lender, and no the Paying Agent and Co-Administrative Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the them. The Paying Agent and Co-Administrative Agent. Each Agent Agents 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. Each The Paying Agent and Co-Administrative Agents 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. Each The Paying Agent and Co-Administrative Agents may consult with legal counsel (who may be counsel for a Credit Partythe Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any The Paying Agent and Co-Administrative Agents may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such AgentPerson. Any The Paying Agent and Co-Administrative Agents 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any the Paying Agent and Co-Administrative Agents 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 an AgentPaying Agent and Co-Administrative Agents. Subject to the appointment and acceptance of a successor Paying Agent and Co-Administrative Agent or Collateral Agent Agents as provided in this paragraph, each of the Paying Agent or a Co-Administrative Agent and the Collateral Agent Agents may resign at any time by notifying the Lenders, each Issuing Bank Lenders and the CompanyBorrower. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the CompanyBorrower’s approval (which will not be unreasonably withheld or delayed, and the Borrower’s approval shall not be required if an Event of Default has occurred which is continuing), to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Paying Agent or Co-Administrative Agent, as applicable, gives notice of its resignation, then the retiring Paying Agent or Co-Administrative Agent, as applicable, may, with the Borrower’s approval (which will not be unreasonably withheld or delayed, and the Borrower’s approval shall not be required if an Event of Default has occurred which is continuing), on behalf of the Lenders and each Issuing BankLenders, appoint a successor Paying Agent or Co-Administrative Agent, as applicable, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank and such bank, or its Affiliate, as applicable, shall have capital and surplus equal to or greater than $500,000,000. Upon the acceptance of its appointment as Administrative Paying Agent or Collateral Agent Co-Administrative Agent, as applicable, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Paying Agent or Co-Administrative Agent, as applicable, and the retiring Paying Agent or Co-Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Paying Agent or Co-Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an Agentsuch agent’s resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring Paying Agent or Co-Administrative Agent, as applicable, 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 Paying Agent or Collateral Co-Administrative Agent, as applicable. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Paying Agent, the Co-Administrative Agents 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 any Agent the Paying Agent, the Co-Administrative Agents 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 related agreement or any document furnished hereunder or thereunder. Neither the Documentation Agent nor the Syndication Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, neither the Documentation Agent nor the Syndication Agent shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgements with respect to each of the Documentation Agent and the Syndication Agent as it makes with respect to the Paying Agent and the Co-Administrative Agents in the immediately preceding paragraph of this Article VIII.

The Agents. Each of the Lenders and each Issuing Bank Banks hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent Agents as its agent agents and authorizes each of the Administrative Agent and the Collateral Agent Agents to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent Agents by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank Person serving as an 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 an Agent, and such bank Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Company or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no Agent the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such Agent is the Agents are required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), 11.02) and (c) except as expressly set forth hereinin the Loan Documents, no Agent the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers Company or any of their the Subsidiaries that is communicated to or obtained by the bank serving as an Agent them or any of its their Affiliates in any capacity. No Agent The Agents shall not be liable for any action taken or not taken by it them with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.0211.02) or in the absence of its their own gross negligence or willful wilful misconduct. No Each Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Borrower the Company or a Lender, and no Agent the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative such Agent. Each Agent 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit Partyany Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agentit. Any Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their its respective Related Parties. The exculpatory provisions of the preceding paragraphs and the provisions of Section 11.03 shall apply to any such sub-agent and to the Related Parties of any each 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the other Agents, the Lenders, each the Issuing Bank Banks and the Company. Upon any such resignation, the Majority Required Lenders (in the case of a resignation by the Administrative Agent) or the Administrative Agent (in the case of a resignation by any other Agent) shall have the right, in consultation with the Company, to appoint a successor. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing BankBanks, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, that is reasonably acceptable to the Company. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.03 11.03 shall continue in effect for the benefit of such retiring 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any 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 any 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. The parties agree that none of the Co-Lead Arrangers and Joint Bookrunners, the Syndication Agent or the Documentation Agents named on the cover page of this Agreement shall, in such capacities, have any powers, duties or responsibilities under this Agreement or any other Loan Document.

The Agents. Each of the Lenders and each the Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent Agents as its agent their agents and authorizes each of the Administrative Agent and the Collateral Agent Agents to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent Agents by the terms hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Any bank Person serving as an 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 an Agent, and such bank Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Administrative Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security Agreementherein. Without limiting the generality of the foregoing, (a) no Agent the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is the Agents are required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.0210.2), and (c) except as expressly set forth herein, no Agent the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers Administrative Borrower or any of their its Subsidiaries that is communicated to or obtained by the bank serving as an Agent them or any of its their Affiliates in any capacity. No Agent The Agents shall not be liable for any action taken or not taken by it them with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.0210.2) or in the absence of its their own gross negligence or willful misconduct. No Each Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Agent by a the Administrative Borrower or a Lender, and no Agent the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative such Agent. Each Agent 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit Partythe Administrative Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. The London Agent shall have no duties or rights hereunder until the Administrative Borrower provides the London Agent with a Borrowing Request and requests a Borrowing in an Alternative Currency. At such time, the London Agent shall be appointed as an Agent by the Administrative Agent and the London Agent shall become party to this Agreement as an Agent. Any Thereafter, the London Agent shall be an Agent hereunder. Each 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any 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 an Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the other Agents, the Lenders, each the Issuing Bank and the CompanyAdministrative Borrower. Upon any such resignation, the Majority Required Lenders (in the case of a resignation by the Administrative Agent) or the Administrative Agent (in the case of a resignation by any other Agent) shall have the right, in consultation with the CompanyAdministrative Borrower, to appoint a successor. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Administrative Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Administrative Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.03 10.3 shall continue in effect for the benefit of such retiring 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any 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 any 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 related agreement or any document furnished hereunder or thereunder. The Initial Lenders shall have no duties, responsibilities or obligations to, no authority to act for, any other party to this Agreement by virtue of their status as Initial Lenders hereunder.

The Agents. Each of the Lenders and each Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank serving as an 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 an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. No Agent shall not have any duties or obligations except those expressly set forth herein or in the Security Agreement. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set forth herein, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Subsidiaries that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Each Agent 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit Party), 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. Any Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Any 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each Issuing Bank and the Company. Upon any such resignation, the Majority Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any 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 any 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 related agreement or any document furnished hereunder or thereunder.

The Agents. Each of the Lenders and each the Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent Agents as its agent their agents and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Any bank Person serving as an 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 an Agent, and such bank Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Administrative Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security Agreementherein. Without limiting the generality of the foregoing, (a) no Agent the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is the Agents are required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.0210.2), and (c) except as expressly set forth herein, no Agent the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers Administrative Borrower or any of their its Subsidiaries that is communicated to or obtained by the bank serving as an Agent them or any of its their Affiliates in any capacity. No Agent The Agents shall not be liable for any action taken or not taken by it them with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.0210.2) or in the absence of its their own gross negligence or willful misconduct. No Each Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Agent by a the Administrative Borrower or a Lender, and no Agent the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any NYDOCS/1287812.1 certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative such Agent. Each Agent 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit Partythe Administrative Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. The London Agent shall have no duties or rights hereunder until the Administrative Borrower provides the London Agent with a Borrowing Request and requests a Borrowing in an Alternative Currency other than Canadian Dollars. At such time, the London Agent shall be appointed as an Agent by the Administrative Agent and the London Agent shall become party to this Agreement as an Agent. Any Thereafter, the London Agent shall be an Agent hereunder. Each 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any 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 an Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the other Agents, the Lenders, each the Issuing Bank and the CompanyAdministrative Borrower. Upon any such resignation, the Majority Required Lenders (in the case of a resignation by the Administrative Agent) or the Administrative Agent (in the case of a resignation by any other Agent) shall have the right, in consultation with the CompanyAdministrative Borrower, to appoint a successor. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankPerson. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Administrative Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Administrative Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.03 10.3 shall continue in effect for the benefit of such retiring 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 or Collateral Agent. NYDOCS/1287812.1 Each Lender acknowledges that it has, independently and without reliance upon the any 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 any 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 related agreement or any document furnished hereunder or thereunder. The Lead Arranger shall have no duties, responsibilities or obligations to, no authority to act for, any other party to this Agreement by virtue of its status as Lead Arranger hereunder.

The Agents. Each of the Lenders and each the Issuing Bank Banks hereby irrevocably appoints each the entity named as Administrative Agent in the heading of this Agreement and its successors to serve as administrative agent under the Loan Documents, and authorizes the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank serving as an Agent Each of the Agents hereunder shall have the same rights and powers in its capacity as a Lender or an Issuing Bank as any other Lender or Issuing Bank and may exercise the same as though it were not an Agent, and such bank Person and its Affiliates may accept deposits from, lend money to to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers any Borrower or any Subsidiary or other Affiliate thereof as if it such Person were not an Agent hereunderhereunder and without any duty to account therefor to the Lenders. No The Administrative Agent shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no the Administrative Agent shall not have any duty to take any discretionary action or to exercise any discretionary powerspower, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such the Administrative Agent is required to exercise as directed in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 10.02the Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion, could expose the Administrative Agent to liability or be contrary to any Loan Document or applicable law, and (c) except as expressly set forth hereinin the Loan Documents, no 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 Borrowers Borrowers, any Subsidiary or any Affiliate of their Subsidiaries any of the foregoing that is communicated to or obtained by the bank Person serving as an Administrative Agent or any of its Affiliates in any capacity. No 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 Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 10.02the Loan Documents) or in the absence of its own gross negligence or willful wilful misconduct, as determined by a court of competent jurisdiction by a final and non-appealable judgment. No The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such the Administrative Agent by FCX, a Borrower Lender or a Lenderan Issuing Bank, and no the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent. Each Notwithstanding anything herein to the contrary, the Administrative Agent shall not have any liability arising from (A) any confirmation of the Revolving Exposure or the component amounts thereof, (B) any confirmation of the aggregate Revolving Exposure attributable to Loans made to PTFI and Letters of Credit issued at the request of PTFI or of the component amounts thereof or (C) any determination as to whether a Letter of Credit constitutes a Financial Letter of Credit or a Performance Letter of Credit. The Administrative Agent shall be entitled to rely uponrely, and shall not incur any liability for relying uponrelying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed signed, sent or sent otherwise authenticated by the proper PersonPerson (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). Each The Administrative Agent also may rely shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper PersonPerson (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof), and shall not incur may act upon any liability for relying thereonsuch statement prior to receipt of written confirmation thereof. Each The Administrative Agent may consult with legal counsel (who may be counsel for a Credit Partythe Borrowers), 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. Any The Administrative Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such the Administrative Agent. Any The Administrative Agent and any such sub-agent may perform any of and all its their duties and exercise its their rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs this Article shall apply to any such sub-agent and to the Related Parties of any 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 an Administrative Agent. Subject to the appointment and acceptance terms of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each Issuing Bank and the Companyfrom its capacity as such. Upon any In connection with such resignation, the Majority Administrative Agent shall give notice of its intent to resign to the Lenders, the Issuing Banks and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the CompanyBorrowers, to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignationintent to resign, then the retiring Administrative Agent may, on behalf of the Lenders and each the Issuing BankBanks, appoint a successor Agent Administrative Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between by the Company Borrowers and such successor. After an Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article and Section 10.03 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent or Collateral Agentand in respect of the matters referred to in the proviso under clause (a) above. Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon either Agent, any Agent person listed on the cover page of this Agreement as an arranger, or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any 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 related agreement or any document furnished hereunder or thereunder.this

The Agents. Each of the Lenders and each the Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent Agents as its agent agents and authorizes each of the Administrative Agent and the Collateral Agent Agents to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent Agents by the terms hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Any Each bank serving as an 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 an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if it were not an Agent the Agents hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security Agreementherein. Without limiting the generality of the foregoing, (a) no Agent the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is the Agents are required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02), and (c) except as expressly set forth herein, no Agent the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Subsidiaries that is communicated to or obtained by the a bank serving as an Agent or any of its their Affiliates in any capacity. No Agent The Agents shall not be liable for any action taken or not taken by it them with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its own gross negligence or willful misconduct. No Agent The Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Agent the Agents by a Borrower the Borrowers or a Lender, and no Agent the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 ARTICLE IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgents. Each Agent The Agents 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. Each Agent The Agents also may rely upon any statement made to it them orally or by telephone and believed by it them to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent The Agents may consult with legal counsel (who may be counsel for a Credit Partythe Borrowers), independent accountants and other experts selected by itthem, and shall not be liable for any action taken or not taken by it them in accordance with the advice of any such counsel, accountants or experts. Any Agent The Agents may perform any and all its their duties and exercise its their rights and powers by or through any one or more sub-agents appointed by such Agentthe Agents. Any Agent The Agents and any such sub-agent may perform any and all its their duties and exercise its their rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of any Agent the Agents 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 an AgentAgents. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent Agents as provided in this paragraph, each of the Administrative Agent and the Collateral Agent Agents may resign at any time by notifying the Lenders, each the Issuing Bank and the CompanyBorrowers. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the CompanyBorrowers, to appoint a successorsuccessor reasonably acceptable to the Borrowers. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing Bank, appoint a successor Agent which reasonably acceptable to the Borrowers. If no successor Agent has been appointed or accepted appointment as Agent by the date that is 45 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall be nevertheless thereupon become effective, and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders appoint a bank with an office in New York, New York, or an Affiliate of any such banksuccessor Agent as provided for above. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrowers and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring 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. Without limiting the Obligations of the Borrowers hereunder, each Lender agrees to indemnify the Agents, ratably in accordance with their Applicable Percentages, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against the Agents in any way relating to or arising out of this Agreement or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof; provided, however, that no Lender shall be liable for any of the foregoing to the extent they arise from the Agent’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction). Each Agent shall be fully justified in refusing to take or Collateral Agentin continuing to take any action hereunder unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The obligations of each Lender under this Article VIII shall survive the payment and performance of the Obligations, the termination of this Agreement and any Lender ceasing to be a party to this Agreement (with respect to events which occurred prior to the time such Lender ceased to be a Lender hereunder). Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents 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 any Agent the Agents 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 related agreement or any document furnished hereunder or thereunder.

The Agents. Each of the Lenders and each the Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent Agents by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank person serving as an 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 an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers or GrafTech, a Borrower, any Subsidiary or other any Affiliate thereof as if it were not an Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no Agent the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such Agent is the Agents are required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02), and (c) except as expressly set forth hereinin the Loan Documents, no Agent the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers GrafTech, a Borrower or any of their the other Subsidiaries that is communicated to or obtained by the any bank serving as an Agent or any of its Affiliates in any capacity. No Agent The Agents shall not be liable for any action taken or not taken by it them with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its their own gross negligence or willful wilful misconduct. No Agent The Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Agent the Agents by GrafTech, a Borrower or a Lender, and no Agent the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgents. Each Agent The Agents 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 them to be genuine and to have been signed or sent by the proper Personperson. Each Agent The Agents also may rely upon any statement made to it them orally or by telephone and believed by it them to be made by the proper Personperson, and shall not incur any liability for relying thereon. Each Agent The Agents may consult with legal counsel (who may be counsel for a Credit PartyBorrower or GrafTech), independent accountants and other experts selected by itthem, and shall not be liable for any action taken or not taken by it them in accordance with the advice of any such counsel, accountants or experts. Any Agent The Agents may perform any and all its their duties and exercise its their rights and powers by or through any one or more sub-agents appointed by such Agentthem. Any Agent The Agents and any such sub-agent may perform any and all its their duties and exercise its their rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of any each 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral to an Agent as provided in this paragraph, each of the Administrative Agent and the Collateral such Agent may resign at any time by notifying the Lenders, each the Issuing Bank and the CompanyBorrowers. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with with, if no Default or Event of Default shall have occurred and be continuing, the Companyconsent of the Borrowers (not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring resigning Agent gives notice of its resignation, then the retiring resigning Agent may, on behalf of the Lenders and each the Issuing Bank, appoint a successor Agent which shall be a bank Lender with an office in New York, New York, or an Affiliate of any such bankLender. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successorpredecessor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Agent, and the retiring resigning Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrowers and such successor. After an any Agent’s resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring resigning 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents 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 any Agent the Agents 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 related agreement or any document furnished hereunder or thereunder. The Lenders identified on the cover of this Agreement as the “Co-Syndication Agents”, the entities identified on the cover of this Agreement as the “Joint-Lead Arrangers”, the Lenders identified on the cover of this Agreement as the “Documentation Agents” and the Arrangers shall have no rights, powers, obligations, liabilities, responsibilities or duties under this Agreement other than, in the case of any such Lenders, those applicable to all Lenders as such. Without limiting the foregoing, such persons shall not have or be deemed to have a fiduciary relationship with any Lender.

The Agents. Each of the Lenders and each of the Issuing Bank Banks hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent Agents as its agent agents and authorizes each of the Administrative Agent and the Collateral Agent Agents to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and or the Collateral Agent Agent, as the case may be, by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any The bank serving as an the Administrative Agent or the Collateral 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 an the Administrative Agent or the Collateral Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if it were not an the Administrative Agent or Collateral Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no Agent the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that that, under the terms of the Loan Documents, such Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances circumstances, as provided in Section 10.029.02), and (c) except as expressly set forth hereinin the Loan Documents, no neither Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers Borrower or any of their the Subsidiaries that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. No Neither Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its own gross negligence or willful wilful misconduct. No Neither Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a the Borrower or a Lender, and no neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative such Agent. Each Agent 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. Each 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. Each Agent The Agents may consult with legal counsel (who may be counsel for a Credit Partythe Borrower), independent accountants and other experts selected by itthem, and shall not be liable for any action taken or not taken by it them in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agentit. Any Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of any Agent the Agents 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each the Issuing Bank Banks and the CompanyBorrower. Upon any such resignation, the Majority Required Lenders shall have the right, with, unless an Event of Default shall have occurred and be continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed), and otherwise in consultation with the CompanyBorrower, to appoint a successor. If no successor shall have been so appointed by the Majority 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 each the Issuing BankBanks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.03 9.03 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. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this paragraph, the Collateral Agent may resign at any time by notifying the Administrative Agent, the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Administrative Agent shall have the right, with, unless an Event of Default shall have occurred and be continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed), and otherwise in consultation with the Borrower, to appoint a successor. Upon the acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. After the Collateral Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Collateral 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 Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any either 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 any the either 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 related agreement or any document furnished hereunder or thereunder. None of the syndication agents, the senior managing agents, the managing agents or the lead arranger and bookrunner named on the cover page of this Agreement shall have any duties or responsibilities hereunder in its capacity as such.

The Agents. Each of the Lenders and each the Issuing Bank Banks hereby irrevocably appoints each of the entities named as the Paying Agent or a Co-Administrative Agent in the heading of this Agreement and its successors to serve in such capacity under the Collateral Agent as its agent Loan Documents, and authorizes each of the Administrative Agent Agents to execute, deliver and administer the Collateral Agent Loan Documents and to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral such Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank The Person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender or an Issuing Bank as any other Lender or Issuing Bank and may exercise the same as though it were not an AgentAgent (and the term “Lender” or “Lenders” or “Issuing Bank” or “Issuing Banks” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as such Agent in its individual capacity), and such bank Person and its Affiliates may accept deposits from, lend money to to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Borrower or any Subsidiary or other Affiliate thereof or any other Person that may do business with or own Equity Interests in the Borrower as if it such Person were not an Agent hereunderhereunder and without any duty to account therefor to the Lenders or the Issuing Banks. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security Loan Documents. In performing its functions and duties under this Agreement, each Agent shall act solely as agent of the Lenders and shall not assume, or be deemed to have assumed, any relationship of agency or trust with or for the Borrower. Without limiting the generality of the foregoing, (a) no Agent the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuingcontinuing (and it is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law, 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), (b) no Agent shall have any duty to take any discretionary action or to exercise any discretionary powerspower, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such Agent exercise (including in connection with any transaction contemplated by Section 2.20, 2.21 or 6.03) or that such Agent is required to exercise as directed in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary necessary, or as such Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 10.02the Loan Documents), provided that no Agent shall be required to take any action that, in its opinion, could be contrary to any Loan Document or applicable law or may expose it to liability, and (c) except as expressly set forth hereinin the Loan Documents, no Agent shall have any duty to disclose, and no Agent shall not be liable for the failure to disclose, any information relating to the Borrowers Borrower, or any Subsidiary or Affiliate of their Subsidiaries the Borrower, that is communicated to or obtained by the bank Person serving as an such Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary necessary, or as such Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 10.02) the Loan Documents), which consent or request, as applicable, shall be binding upon all Lenders, or in the absence of its own gross negligence negligence, bad faith or willful misconductmisconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and nonappealable judgment). No Agent The Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that it is a “notice of default” and stating the nature of the Default) is given to such any Agent by the Borrower, a Borrower Lender or a Lenderan Issuing Bank, and no Agent the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document or the occurrence of any Default, (iv) the due execution, legality, sufficiency, validity, enforceability, effectiveness effectiveness, genuineness or genuineness value of this Agreement any Loan Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than than, in the case of any Agent, to confirm receipt of items expressly required to be delivered to such Agent or satisfaction of any condition that expressly refers to the Administrative matters described therein being acceptable or satisfactory to such Agent. Each Agent shall be entitled to rely uponrely, and shall not incur any liability for relying uponrelying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed signed, sent or sent otherwise authenticated by the proper PersonPerson (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). Each Agent also may rely shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper PersonPerson (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof), and may act upon any such statement prior to receipt of written confirmation thereof. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, each Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless such Agent shall not incur any liability for relying thereonhave received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (who may be counsel for a Credit Partythe Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such Agent. Any Each Agent and any such sub-agent may perform any of and all its their duties and exercise its their rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs this Article shall apply to any such sub-agent and to the Related Parties of any Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities facility provided for herein as well as activities as an Agent. No Agent shall be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that such Agent acted with gross negligence, bad faith or willful misconduct. Subject to the appointment and acceptance terms of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying from its capacity as such. In connection with such resignation, such Agent shall give notice of its intent to resign to the other Agents, the Lenders, each the Issuing Bank Banks and the CompanyBorrower. Upon any such resignationnotice of resignation by any Co-Administrative Agent, the Majority retiring Co-Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, without any other further act or deed on the part of such retiring Co-Administrative Agent or any other Person, and all the rights, powers, privileges and duties of the Co-Administrative Agents or any of them shall be vested solely in the remaining Co-Administrative Agent (or, if both of the Co-Administrative Agents shall have retired, in the Paying Agent). Upon any such notice of resignation by the Paying Agent, the Required Lenders shall have the right, in consultation with subject to the Companyconsent of the Borrower (other than during the existence of an Event of Default under clause (a), (b), (h) or (i) of Article VII), which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned, to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Paying Agent gives notice of its resignationintent to resign, then the retiring Paying Agent may, on behalf of the Lenders and each the Issuing BankBanks, appoint a successor Agent successor, subject to the consent of the Borrower (other than during the existence of an Event of Default under clause (a), (b), (h) or (i) of Article VII), which consent of the Borrower shall not be unreasonably withheld, delayed or conditioned, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Paying Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Paying Agent, and the retiring Paying Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. The fees payable by the Borrowers Borrower to a successor Paying Agent shall be the same as those payable to its predecessor unless otherwise agreed between by the Company Borrower and such successor. After an Notwithstanding the foregoing, in the event no successor Paying Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Paying Agent gives notice of its intent to resign, the retiring Paying Agent may give notice of the effectiveness of its resignation to the other Agents, the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Paying Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, without any other further act or deed on the part of such retiring Paying Agent or any other Person, and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Paying Agent; provided that (i) all payments required to be made hereunder or under any other Loan Document to the Paying Agent for the account of any Person other than the Paying Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Paying Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of any Co-Administrative Agent’s or the Paying Agent’s resignation hereunderfrom its capacity as such, the provisions of this Article and Section 10.03 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent, its sub-agents 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 an Agent or Collateral Agentand in respect of the matters referred to in the proviso under clause (a) above. Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon any Agent Agent, any Arranger or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon any Agent Agent, any Arranger or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.. Each Lender, by delivering its signature page to this Agreement and funding its Loans on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, any Agent or the Lenders on the Effective Date. Notwithstanding anything herein to the contrary, neither any Arranger nor any Person named on the cover page of this Agreement as a Syndication Agent or a Documentation Agent shall have any duties, responsibilities or obligations under this Agreement or any other Loan Document (except in its capacity, as applicable, as the Paying Agent, a Co-Administrative Agent, a Lender or an Issuing Bank), but all such Persons shall have the benefit of the indemnities provided for hereunder. The provisions of this Article (other than provisions of this Article providing the Borrower with a consent right, all of which shall also be for the benefit of the Borrower) are solely for the benefit of the Agents, the Lenders and the Issuing Banks, and the Borrower shall not have any rights as a third party beneficiary of any such provisions. ARTICLE IX

The Agents. Each of the Lenders and each Issuing Bank Banks hereby irrevocably appoints each of the Administrative Agent, the Collateral Agent and the Collateral Syndication Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral such Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any Each bank serving as an 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 an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Holdings, the Borrowers Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02), and (c) except as expressly set forth hereinin the Loan Documents, no Agent shall have any duty to disclose, and no Agent shall not be liable for the failure to disclose, any information relating to Holdings, the Borrowers Borrower or any of their its Subsidiaries that is communicated to or obtained by the any bank serving as an Agent or any of its their Affiliates in any capacitycapacity (other than as an Agent). No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Holdings, the Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. The Arrangers, in their capacity as such, shall have no duties or responsibilities, and shall incur no liability, under this Agreement and the Administrative Agentother Loan Documents. Each Agent 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit Partythe Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Any Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of any each 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 an Agent. Subject to Effective upon the appointment and acceptance of a successor Administrative Agent or Collateral to such Agent as provided in this paragraph, each of the Administrative Agent and the Collateral any Agent may resign at any time by notifying upon 30 days notice to the Lenders, each the Issuing Bank Banks and the CompanyBorrower. Upon receipt of any such notice of resignation, the Majority Required Lenders shall have the right, in consultation with the Companyconsent of the Borrower (such consent not to be unreasonably withheld or delayed and such consent not to be required if an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 has occurred and is continuing), to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing BankBanks, and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an any Agent’s resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any 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 any 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 related agreement or any document furnished hereunder or thereunder.

The Agents. Each of the Lenders and each the Issuing Bank Banks hereby irrevocably appoints the each of the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral such Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any Each bank serving as an 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 an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Parent, the Borrowers Borrower or any other Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. No Agent shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02), and (c) except as expressly set forth hereinin the Loan Documents, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrowers Borrower or any of their the other Subsidiaries that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its own gross negligence or willful wilful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Parent, the Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative such Agent. Each Agent 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. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit PartyParent or the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Any Each 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any each 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 an such Agent. Subject to the appointment and acceptance of a successor Administrative Paying Agent or Collateral Administrative Agent as provided in this paragraph, each of the Paying Agent or an Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each the Issuing Bank Banks and the CompanyParent. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation right with the Companyconsent of Parent (not to be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Paying Agent or Administrative Agent, as the case may be, gives notice of its resignation, then the retiring Paying Agent or Administrative Agent may, on behalf of the Lenders and each the Issuing BankBanks, appoint a successor Paying Agent or Administrative Agent, as applicable, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Paying Agent or Collateral 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 Paying Agent or Administrative Agent, as applicable, and the retiring Paying Agent or Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers either Loan Party to a successor Paying Agent or Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company such Loan Party and such successor. After an the Paying Agent’s 's or Administrative Agent's resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring Paying Agent or 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 Paying Agent or Collateral Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon any 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 any 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 related agreement or any document furnished hereunder or thereunder.

The Agents. Each In order to expedite the transactions contemplated by this Agreement, JPMCB is hereby appointed to act as Administrative Agent on behalf of the Lenders and the Issuing Bank, JPMEL is hereby appointed to act as London Agent on behalf of the Lenders, and JPMAL is hereby appointed to act as Australian Agent on behalf of the Lenders. Each of the Lenders, each assignee of any such Lender and the Issuing Bank hereby irrevocably appoints each of authorizes the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent Agents to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent Agents by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank serving With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an 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 an Agent, and such bank the Agents and its their Affiliates in their respective individual capacities may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Company or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunderAgent. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02), and (c) except as expressly set forth hereinin the Loan Documents, no Agent shall have any duty to disclose, and no Agent shall not be liable for the failure to disclose, any information relating to the Borrowers Company or any of their its Subsidiaries that is communicated to or obtained by the bank institution serving as an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its own gross negligence or willful wilful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementthe Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinherein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement the Loan Documents or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinherein or in any other Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative such Agent. 66 Each Agent 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 in good faith to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it in good faith to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for a Credit Partyany Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Any Each 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 paragraphs and the provisions of Section 9.03 shall apply to any such sub-agent and to the Related Parties of any each 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral any Agent may resign at any time by notifying the Lenders, each the Issuing Bank and the Company. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After an the Agent’s 's resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents 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 any Agent the Agents 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, Agreement or any other Loan Document or any related agreement or any document furnished hereunder or thereunder. The institution named as Syndication Agent in the heading of this Agreement shall not, in its capacity as such, have any duties or responsibilities of any kind under this Agreement.

The Agents. Each of the Lenders and each the Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent Agents by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank person serving as an 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 an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers or GrafTech, Global, a Borrower, any Subsidiary or other any Affiliate thereof as if it were not an Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no Agent the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such Agent is the Agents are required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set forth hereinin the Loan Documents, no Agent the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers GrafTech, Global, a Borrower or any of their the Subsidiaries that is communicated to or obtained by the any bank serving as an Agent or any of its Affiliates in any capacity. No Agent The Agents shall not be liable for any action taken or not taken by it them with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its their own gross negligence or willful wilful misconduct. No Agent The Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Agent the Agents by GrafTech, Global, a Borrower or a Lender, and no Agent the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 V or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgents. Each Agent The Agents 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 them to be genuine and to have been signed or sent by the proper Personperson. Each Agent The Agents also may rely upon any statement made to it them orally or by telephone and believed by it them to be made by the proper Personperson, and shall not incur any liability for relying thereon. Each Agent The Agents may consult with legal counsel (who may be counsel for a Credit PartyBorrower or GrafTech), independent accountants and other experts selected by itthem, and shall not be liable for any action taken or not taken by it them in accordance with the advice of any such counsel, accountants or experts. Any Agent The Agents may perform any and all its their duties and exercise its their rights and powers by or through any one or more sub-agents appointed by such Agentthem. Any Agent The Agents and any such sub-agent may perform any and all its their duties and exercise its their rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of any each 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral to an Agent as provided in this paragraph, each of the Administrative Agent and the Collateral such Agent may resign at any time by notifying the Lenders, each the Issuing Bank and the CompanyBorrowers. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with with, if no Default or Event of Default shall have occurred and be continuing, the Companyconsent of the Borrowers (not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring resigning Agent gives notice of its resignation, then the retiring resigning Agent may, on behalf of the Lenders and each the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successorpredecessor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Agent, and the retiring resigning Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrowers and such successor. After an any Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring resigning 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents 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 any Agent the Agents 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 related agreement or any document furnished hereunder or thereunder. The Lenders identified on the cover of this Agreement as the “Co-Syndication Agents” and the Lender identified on the cover of this Agreement as the “Documentation Agent” shall have no right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, such Lenders shall not have or be deemed to have a fiduciary relationship with any other Lender.

The Agents. Each of the Lenders and each Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and of the this Agreement or any other Loan DocumentsDocument, together with such actions and powers as are reasonably incidental thereto. Any The bank serving as an the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers Parent, the Borrower or any Subsidiary or other Affiliate thereof as if it were not an the Administrative Agent hereunder. No The Administrative Agent shall not have any duties or obligations except those expressly set forth herein or in the Security Agreementherein. Without limiting the generality of the foregoing, (a) no the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no 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 hereby that such the Administrative Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02), and (c) except as expressly set forth herein, no 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 Borrowers Parent, the Borrower or any of their respective Subsidiaries that is communicated to or obtained by the bank serving as an Administrative Agent or any of its Affiliates in any capacity. No 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 Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its own gross negligence or willful misconduct. No The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such the Administrative Agent by a the Parent, the Borrower or a Lender, and no the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or documentLoan Document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Each The Administrative Agent 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. Each 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. Each The Administrative Agent may consult with legal counsel (who may be counsel for a Credit Partythe Parent or the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such the Administrative Agent. Any 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any 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 an Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each the Issuing Bank Banks and the CompanyBorrower. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with the Companyconsent of the Borrower (not to be unreasonably withheld, delayed or conditioned), to appoint a successor. If no successor shall have been so appointed by the Majority 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 each the Issuing BankBanks, appoint a successor Agent Administrative Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an the Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 10.03 9.03 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any 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 any 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, any related agreement or any document furnished hereunder or thereunder. Notwithstanding any other provision of this Agreement, each of the financial institutions named as “Syndication Agent”, “Joint Bookrunner”, “Joint Lead Arranger” and “Co-Documentation Agent” on the cover page of this Agreement is named as such for recognition purposes only, and in its capacity as such shall have no powers, duties, responsibilities or liabilities with respect to this Agreement or the transactions contemplated hereby; it being understood and agreed that each such financial institution in its stated capacity shall be entitled to all indemnification and reimbursement rights in favor of the Administrative Agent as, and to the extent, provided for under this Article VIII and Section 9.03. Without limitation of the foregoing, no such financial institution shall, solely by reason of this Agreement or any other Loan Party, have any fiduciary relationship in respect of any Lender or any other Person.

The Agents. Each of the Lenders and each the Issuing Bank Banks hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral such Agent by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any Each bank serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender or an Issuing Bank as any other Lender or Issuing Bank and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Parent, the Borrowers Borrower or any other Subsidiary or other Affiliate thereof as if it were not an Agent hereunderhereunder and without any duty to account therefor to the Lenders. No Agent shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such Agent is required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02); provided that no Agent shall be required to take any action that, in its opinion, could expose such Agent to liability or be contrary to any Loan Document or applicable law, and (c) except as expressly set forth hereinin the Loan Documents, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrowers Borrower, any of the other Subsidiaries or any other Affiliate of their Subsidiaries any of the foregoing that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.029.02) or in the absence of its own gross negligence or willful wilful misconduct, as determined by a court of competent jurisdiction by a final and non-appealable judgment. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Parent, the Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative such Agent. Each Agent shall be entitled to rely uponrely, and shall not incur any liability for relying uponrelying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed signed, sent or sent otherwise authenticated by the proper PersonPerson (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). Each Agent also may rely rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper PersonPerson (whether or not such Person in fact meets the requirements in the Loan Documents for being the signatory, sender or authenticator thereof), and shall not incur may act upon any liability for relying thereonsuch statement prior to receipt of written confirmation thereof. Each Agent may consult with legal counsel (who may be counsel for a Credit PartyParent or the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such Agent. Any Each 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 paragraphs this Article shall apply to any such sub-agent and to the Related Parties of any each 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 an such Agent. Subject to the appointment and acceptance of a successor Administrative Paying Agent or Collateral Administrative Agent as provided in this paragraph, each of the Paying Agent or an Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each the Issuing Bank Banks and the CompanyParent. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation right with the Companyconsent of Parent (not to be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Paying Agent or Administrative Agent, as the case may be, gives notice of its resignation, then the retiring Paying Agent or Administrative Agent may, on behalf of the Lenders and each the Issuing BankBanks, appoint a successor Paying Agent or Administrative Agent, as applicable, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Paying Agent or Collateral 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 Paying Agent or Administrative Agent, as applicable, and the retiring Paying Agent or Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by either Parent or the Borrowers Borrower to a successor Paying Agent or Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company such Loan Party and such successor. After an the Paying Agent’s or Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.03 9.03 shall continue in effect for the benefit of such retiring Paying Agent or 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 Paying Agent or Collateral Administrative Agent. Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon any 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 and Issuing Bank also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or Issuing Bank 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 related agreement or any document furnished hereunder or thereunder. Each Lender, by delivering its signature page to this Agreement and funding its Loans on the Effective Date, or delivering its signature page to an Assignment and Assumption pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Agents or the Lenders on the Effective Date. Notwithstanding anything herein to the contrary, no Syndication Agent or any Person named on the cover page of this Agreement as a Joint Bookrunner and Lead Arranger shall have any duties or obligations under this Agreement or any other Loan Document (except in its capacity, as applicable, as an Administrative Agent, the Paying Agent, a Lender or an Issuing Bank), but all such Persons shall have the benefit of the indemnities provided for hereunder. The provisions of this Article are solely for the benefit of the Agents, the Lenders and the Issuing Banks, and neither the Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any such provisions.

The Agents. Each of the Lenders and each the Issuing Bank hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent as its agent and authorizes each of the Administrative Agent and the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent Agents by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank person serving as an 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 an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with GrafTech, Global, the Borrowers or Borrower, any Subsidiary or other any Affiliate thereof as if it were not an Agent hereunder. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security AgreementLoan Documents. Without limiting the generality of the foregoing, (a) no Agent the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby by the Loan Documents that such Agent is the Agents are required to exercise in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set forth hereinin the Loan Documents, no Agent the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to GrafTech, Global, the Borrowers Borrower or any of their the Subsidiaries that is communicated to or obtained by the any bank serving as an Agent or any of its Affiliates in any capacity. No Agent The Agents shall not be liable for any action taken or not taken by it them with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its their own gross negligence or willful wilful misconduct. No Agent The Agents shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Agent the Agents by a GrafTech, Global, the Borrower or a Lender, and no Agent the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreementany Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection herewiththerewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinin any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 V or elsewhere hereinin any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgents. Each Agent The Agents 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 them to be genuine and to have been signed or sent by the proper Personperson. Each Agent The Agents also may rely upon any statement made to it them orally or by telephone and believed by it them to be made by the proper Personperson, and shall not incur any liability for relying thereon. Each Agent The Agents may consult with legal counsel (who may be counsel for a Credit Partythe Borrower), independent accountants and other experts selected by itthem, and shall not be liable for any action taken or not taken by it them in accordance with the advice of any such counsel, accountants or experts. Any Agent The Agents may perform any and all its their duties and exercise its their rights and powers by or through any one or more sub-agents appointed by such Agentthem. Any Agent The Agents and any such sub-agent may perform any and all its their duties and exercise its their rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of any each 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral to an Agent as provided in this paragraph, each of the Administrative Agent and the Collateral such Agent may resign at any time by notifying the Lenders, each the Issuing Bank and the CompanyBorrower. Upon any such resignation, the Majority Required Lenders shall have the right, in consultation with with, if no Default of Event of Default shall have occurred and be continuing, the Companyconsent of the Borrower (not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring resigning Agent gives notice of its resignation, then the retiring resigning Agent may, on behalf of the Lenders and each the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successorpredecessor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Agent, and the retiring resigning Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After an any Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring resigning 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 or Collateral Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents 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 any Agent the Agents 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 related agreement or any document furnished hereunder or thereunder.

The Agents. Each of the Lenders and each the Issuing Bank Banks hereby irrevocably appoints each the entity named as Administrative Agent or London Agent in the heading of the this Agreement and its successors to serve as Administrative Agent and London Agent under the Collateral Agent as its agent Loan Documents, and authorizes each of the Administrative Agent and the Collateral Agent Agents to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent Agents by the terms hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any bank Person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender or an Issuing Bank as any other Lender or Issuing Bank and may exercise the same as though it were not an Agent, and such bank Person and its Affiliates may accept deposits from, lend money to to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers Company or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunderhereunder and without any duty to account therefor to the Lenders or Issuing Banks. No Agent The Agents shall not have any duties or obligations except those expressly set forth herein or in the Security Agreementherein. Without limiting the generality of the foregoing, (a) no Agent the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is the Agents are required to exercise as directed in writing as directed by the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary necessary, or as an Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 10.02), provided that no Agent shall be required to take any action that, in its opinion, could expose such Agent to liability or to be contrary to any Loan Document or applicable law, rule or regulation, and (c) except as expressly set forth herein, no Agent the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers Company or any of their its Subsidiaries that is communicated to or obtained by the bank serving as an Agent any of them or any of its their Affiliates in any capacity. No Agent The Agents shall not be liable for any action taken or not taken by it them with the consent or at the request of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be necessary necessary, or as an Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 10.02) or in the absence of its their own gross negligence or willful misconductmisconduct (such absence to be presumed unless otherwise determined by a final, non-appealable judgment of a court of competent jurisdiction). No Each Agent shall be deemed to have no knowledge of any Default unless and until written notice thereof is given to such Agent by a Borrower the Company or a Lender, and no Agent the Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 3 IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Notwithstanding anything herein to the contrary, the Agents shall not have any liability arising from any confirmation of the Revolving Credit Exposure or the component amounts thereof, any Exchange Rate or any US Dollar Equivalent. Each Agent 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 (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed signed, sent or sent otherwise authenticated by the proper Person. Each 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. Each Agent may consult with legal counsel (who may be counsel for a Credit Partyany Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Any Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agentit. Any Each 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 paragraphs shall apply to any such sub-agent and to the Related Parties of any each 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 an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent as provided in this paragraph, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying the Lenders, each the Issuing Bank Banks and the Company. Upon any such resignation, the Majority Lenders Administrative Agent (in the case of a resignation by the London Agent) or the Company (in the case of a resignation by the Administrative Agent) shall have the right, in consultation with the CompanyRequired Lenders, to appoint a successor. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing BankBanks, appoint a successor Agent Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such the retiring 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 or Collateral Agent. Each Lender and each Issuing Bank acknowledges that it has, independently and without reliance upon either Agent, any Agent Arranger 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 and Issuing Bank also acknowledges that it will, independently and without reliance upon either Agent, any Agent Arranger 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 related agreement or any document furnished hereunder or thereunder. The parties agree that none of the Arrangers or Syndication Agents referred to on the cover page of this Agreement shall, in its capacity as such, have any duties or responsibilities under this Agreement or any other Loan Document.