Common use of Appointment and Authorization of Agent Clause in Contracts

Appointment and Authorization of Agent. Each Lender hereby designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right (but not the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) [reserved], (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes and (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, or otherwise related to any of same as provided in the Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and the other Loan Documents, Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents (where required) on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇▇ agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term "“agent" ” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right (but not the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) make Loansexclusively receive, for itself or on behalf apply, and distribute payments and proceeds of Lenders, the Collateral as provided in the Loan Documents, (d) [reserved], (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes and purposes, (fe) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (f) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Agent. (a) Each Lender hereby irrevocably (subject to Section 15.9) appoints, designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingDocument, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term "“agent" ” herein and in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. (b) No individual Lender or group of Lenders shall have any right to amend or waive, or consent to the departure of any party from any provision of any Loan Document, or secure or enforce the obligations of Borrower or Guarantor or any other party pursuant to the Loan Documents, or otherwise. All such rights, on behalf of Agent or any Lender or Lenders, shall be held and exercised solely by and at the option of Agent for the pro rata benefit of the Lenders. Such rights, however, are subject to the rights of a Lender or Lenders, as expressly set forth in this Agreement, to approve matters or direct Agent to take or refrain from taking action as set forth in this Agreement. Except as expressly otherwise provided in this AgreementAgreement or the other Loan Documents, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights rights, or taking or refraining from taking any actions that which Agent is expressly is entitled to exercise or take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting , including, without limitation, (i) the generality determination if and to what extent matters or items subject to Agent’s satisfaction are acceptable or otherwise within its discretion, and (ii) the exercise of remedies pursuant to, but subject to, Article 10 or 11 or pursuant to any other Loan Document, if applicable, and any action so taken or not taken shall be deemed consented to by Lenders. (c) In case of the foregoing, or pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other provision judicial proceeding relative to Borrower or Guarantor, no individual Lender or group of Lenders shall have the right, and Agent (irrespective of whether the principal of the Loan Documents shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Agent shall have made any demand on Borrower) shall be exclusively entitled and empowered on behalf of itself, and Lenders, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loan and all other Obligations that provides rights are owing and unpaid and to file such other documents as may be necessary or powers advisable in order to Agenthave the claims of Lenders and Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders agree and Agent and their respective agents and counsel and all other amounts due Lenders and Agent under Section 9.17 allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Agent and, in the event that Agent shall have the right (but not the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect consent to the Loan Documentsmaking of such payments directly to Lenders, (c) make Loansto pay to Agent any amount due for the reasonable compensation, for itself expenses, disbursements and advances of Agent and its agents and counsel, and any other amounts due Agent under Section 9.17. Nothing contained herein shall be deemed to authorize Agent to authorize or consent to or accept or adopt on behalf of Lendersany Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of Lenders except as provided approved by Required Lenders or to authorize Agent to vote in the Loan Documents, (d) [reserved], (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes and (f) perform, exercise, and enforce any and all other rights and remedies respect of the Lender Group with respect to claims of Lenders except as approved by Required Lenders in any Loan Party or its Subsidiaries, the Obligations, or otherwise related to any of same as provided in the Loan Documentssuch proceeding.

Appointment and Authorization of Agent. Each Lender Secured Party hereby designates and appoints U.S. Bank Trust Company, National Association CIBC to act as its administrative agent and collateral agent on its behalf under this Agreement and the other Loan Documents, Documents and each Lender Secured Party hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf behalf, hold the security interest for its ratable benefit to secure the Obligations, and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇▇ agrees to act as administrative agent and collateral agent for and on behalf of the Lenders Secured Parties on the terms and conditions contained in this Section 1513. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderSecured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term "“agent" ” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Secured Party hereby further authorizes Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders Secured Parties agree that Agent shall have the right (but not the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) make Loans[Reserved], for itself or on behalf (d) exclusively receive, apply, and distribute payments and proceeds of Lenders, the Collateral as provided in the Loan Documents, (d) [reserved], (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes and purposes, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group Secured Parties with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Secured Party Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Agent. (a) Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstandingDocument, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or out in the other Loan Documentsthis Agreement, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term "“agent" ” in this Agreement or and in the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Except . (b) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (i) provided to Agent in this Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as expressly otherwise fully as if the term “Agent” as used in this Article IX and in the definition of “Agent-Related Person” included the L/C Issuer with respect to such acts or omissions, and (ii) (together with the duties and obligations) as additionally provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right (but not the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) [reserved], (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes and (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, or otherwise related to any of same as provided in the Loan DocumentsL/C Issuer.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints U.S. Bank Trust Company, National Association [REDACTED PER CONFIDENTIALITY PROVISIONS] as its administrative agent under this Agreement and the other Loan Documents, Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ Agent agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term "“agent" ” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right (but not the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make LoansTerm Loans (including Protective Advances), for itself or on behalf of Lenders, as provided in the Loan Documents, (d) [reserved]exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes and purposes, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party Parent or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Agent. (a) Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and authorizes the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingDocument, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall the Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term "agent" herein and in this Agreement or the other Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, Agent . (b) The Issuing Bank shall have and may use its sole discretion act on behalf of the Lenders with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement Letters of Credit issued by it and the other Loan Documents. Without limiting documents associated therewith, and the generality Issuing Bank shall have all of the foregoingbenefits and immunities (i) provided to the Agent in this Article XII with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the Applications and Agreements for Letters of Credit pertaining to such Letters of Credit as fully as if the term "Agent" as used in this Article XII and in the definition of "Agent-Related Person" included the Issuing Bank with respect to such acts or omissions, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right and (but not the obligationii) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements additionally provided herein with respect to the Loan Documents, (c) make Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) [reserved], (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes and (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, or otherwise related to any of same as provided in the Loan DocumentsIssuing Bank.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints U.S. Bank Trust Company, National Association CIBC to act as its administrative agent and collateral agent on its behalf under this Agreement and the other Loan Documents, Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf behalf, hold the security interest for its ratable benefit to secure the Obligations, and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇▇ agrees to act as administrative agent and collateral agent for and on behalf of the Lenders ▇▇▇▇▇▇▇ on the terms and conditions contained in this Section 1513. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term "“agent" ” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right (but not the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, 1 Required waivers to be confirmed. or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) make Revolving Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) [reserved]exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes and purposes, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group Secured Parties with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Secured Party Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Agent. (a) Each Lender hereby irrevocably (subject to Section 11.9) appoints, designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Credit Document and to exercise such powers and perform such duties as are expressly delegated to Agent it by the terms of this Agreement or any other Loan Credit Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingCredit Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term "“agent" ” herein and in this Agreement or the other Loan Credit Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. (b) No individual Lender or group of Lenders shall have any right to amend or waive, or consent to the departure of any party from any provision of any Credit Document, or secure or enforce the obligations of Borrower or any other party pursuant to the Credit Documents, or otherwise. All such rights, on behalf of Agent or any Lender or Lenders, shall be held and exercised solely by and at the option of Agent for the pro rata benefit of the Lenders. Such rights, however, are subject to the rights of a Lender or Lenders, as expressly set forth in this Agreement, to approve matters or direct Agent to take or refrain from taking action as set forth in this Agreement. Except as expressly otherwise provided in this AgreementAgreement or the other Credit Documents, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights rights, or taking or refraining from taking any actions that which Agent is expressly is entitled to exercise or take or assert under or pursuant to this Agreement and the other Loan Credit Documents. Without limiting , including, without limitation, (i) the generality determination if and to what extent matters or items subject to Agent’s satisfaction are acceptable or otherwise within its discretion, (ii) the making of Agent Advances, and (iii) the exercise of remedies pursuant to, but subject to, Article X or pursuant to any other Credit Document, and any action so taken or not taken shall be deemed consented to by Lenders. (c) In case of the foregoing, or pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other provision judicial proceeding relative to Borrower or Guarantor, no individual Lender or group of Lenders shall have the right, and the Agent (irrespective of whether the principal of the Loan Documents that provides rights shall then be due and payable as herein expressed or powers to Agent, Lenders agree that by declaration or otherwise and irrespective of whether the Agent shall have made any demand on the right (but not the obligationBorrower) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers shall be exclusively entitled and records reflecting the status of the Obligations and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Loans, for itself or empowered on behalf of itself, and the Lenders, as provided by intervention in the Loan Documents, such proceeding or otherwise: (di) [reserved], (e) open to file and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents prove a claim for the foregoing purposes whole amount of the principal and (f) performinterest owing and unpaid in respect of the Loan, exercise, and enforce any and all other rights Obligations that are owing and remedies unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lender Group with respect Lenders and the Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Agent and their respective agents and counsel and all other amounts due the Lenders and the Agent under Section 12.2 and allowed in such judicial proceeding; and (ii) to collect and receive any Loan Party monies or its Subsidiaries, other property payable or deliverable on any such claims and to distribute the Obligations, or otherwise related to any of same as provided in the Loan Documents.same;

Appointment and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Financing Document and to exercise such powers and perform such duties as are expressly delegated to Agent it by the terms of this Agreement or any other Loan Financing Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ agrees to act The provisions of this Article are solely for the benefit of Agent and Lenders and none of Credit Parties nor any other Person shall have any rights as agent for and on behalf a third party beneficiary of any of the Lenders on the conditions contained provisions hereof. The duties of Agent shall be mechanical and administrative in this Section 15nature. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingFinancing Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Financing Document or otherwise exist against Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term "“agent" ” herein and in this Agreement or the other Loan Financing Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the sole and exclusive right and authority (but not to the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status exclusion of the Obligations Lenders), and related mattersis hereby authorized, to (i) act as collateral agent for Agent and each Lender for purposes of the perfection of all liens created by the Financing Documents and all other purposes stated therein, (bii) execute manage, supervise and otherwise deal with the Collateral, (iii) take such other action as is necessary or file desirable to maintain the perfection and priority of the liens created or purported to be created by the Financing Documents, (iv) except as may be otherwise specified in any Financing Document, exercise all remedies given to Agent and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and the other written agreements Lenders with respect to the Loan Collateral, whether under the Financing Documents, applicable law or otherwise, and (cv) make Loansexecute any amendment, for itself consent or waiver under the Financing Documents on behalf of Lendersany Lender that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and directs each Lender to act as provided in collateral sub-agent for Agent and the Loan Documents, (d) [reserved], (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents Lenders for the foregoing purposes and (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group perfection of all liens with respect to the Collateral, including any Loan deposit account maintained by a Credit Party or its Subsidiarieswith, and cash and cash equivalents held by, such Lender, and may further authorize and direct the Obligations, Lenders to take further actions as collateral sub-agents for purposes of enforcing such liens or otherwise related to any of same as provided in transfer the Loan DocumentsCollateral subject thereto to Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints U.S. Bank Trust Company, National Association WFF as its administrative agent under this Agreement and the other Loan Documents, Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ Agent agrees to act as agent for and on behalf of the Lenders (and the Bank Product Providers) on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender (or Bank Product Provider), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to authorize) Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right (but not the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations Obligations, the Collateral, the Collections of Parent and its Subsidiaries, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make LoansAdvances, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) [reserved]exclusively receive, apply, and distribute the Collections of Parent and its Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Parent and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party Parent or its Subsidiaries, the Obligations, the Collateral, the Collections of Parent and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇▇ agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right (but not the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) [reserved], (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes and (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, or otherwise related to any of same as provided in the Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints U.S. Bank Trust Company, National Association WFCF as its administrative agent under this Agreement and the other Loan Documents, Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ Agent agrees to act as agent for and on behalf of Lenders (and the Lenders Bank Product Providers) on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender (or Bank Product Provider), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term "“agent" ” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by its acceptance of the benefits of the Loan Documents, each Bank Product Provider shall be deemed to authorize) Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right (but not the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations Obligations, the Collateral, the Collections of Parent and its Subsidiaries, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make LoansAdvances, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) [reserved]exclusively receive, apply, and distribute the Collections of Parent and its Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Parent and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party Parent or its Subsidiaries, the Obligations, the Collateral, the Collections of Parent and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingDocument, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term "agent" herein and in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Except as expressly otherwise All benefits and immunities provided to Agent in this Agreement, Article IX shall apply to Agent shall have as issuer of Letters of Credit and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality provider of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right (but not the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) [reserved], (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes and (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group Swing Line Loans with respect to any Loan Party acts taken or its Subsidiariesomissions suffered by Agent in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit and any Swing Line Loans made by Agent, the Obligations, or otherwise related and as additionally provided herein with respect to any Agent as issuer of same as provided in the Loan Documentsletters of Credit and provider of Swing Line Loans.

Appointment and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingDocument, the but subject to Section 9.2 below, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term "agent" herein and in this Agreement or the other Loan Documents, but subject to Section 9.2 below and with the exception of any Loan Documents with that are subject to the laws of Ireland or to which Irish Company is a party regardless of the laws to which such Loan Documents may be subject, reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Except as expressly otherwise All benefits and immunities provided to Agent in this Agreement, ARTICLE IX shall apply to Agent shall have as issuer of Letters of Credit and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality provider of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right (but not the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) [reserved], (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes and (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group Swing Line Loans with respect to any Loan Party acts taken or its Subsidiariesomissions suffered by Agent in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit and any Swing Line Loans made by Agent, the Obligations, or otherwise related and as additionally provided herein with respect to any Agent as issuer of same as provided in the Loan Documentsletters of Credit and provider of Swing Line Loans.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints U.S. Bank Trust Company, National Association CIBC to act as its administrative agent and collateral agent on its behalf under this Agreement and the other Loan Documents, Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf behalf, hold the security interest for its ratable benefit to secure the Obligations, and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇▇ agrees to act as administrative agent and collateral agent for and on behalf of the Lenders on the terms and conditions contained in this Section 1513. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term "“agent" ” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders ▇▇▇▇▇▇▇ agree that Agent shall have the right (but not the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests and Liens upon Collateral pursuant to the Loan Documents, (c) make Revolving Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) [reserved]exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes and purposes, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group Secured Parties with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Secured Party Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Agent. (a) Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and authorizes the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingDocument, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall the Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term "agent" herein and in this Agreement or the other Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, Agent . (b) The Issuing Bank shall have and may use its sole discretion act on behalf of the Lenders with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement Letters of Credit issued by it and the other Loan Documents. Without limiting documents associated therewith, and the generality Issuing Bank shall have all of the foregoingbenefits and immunities (i) provided to the Agent in this Article XII with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term "Agent" as used in this Article XII and in the definition of "Agent-Related Person" included the Issuing Bank with respect to such acts or omissions, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right and (but not the obligationii) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements additionally provided herein with respect to the Loan Documents, (c) make Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) [reserved], (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes and (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, or otherwise related to any of same as provided in the Loan DocumentsIssuing Bank.

Appointment and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Financing Document and to exercise such powers and perform such duties as are expressly delegated to Agent it by the terms of this Agreement or any other Loan Financing Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ agrees to act The provisions of this Article are solely for the benefit of Agent and Lenders and none of Credit Parties nor any other Person shall have any rights as agent for and on behalf a third party beneficiary of any of the Lenders on the conditions contained provisions hereof. The duties of Agent shall be mechanical and administrative in this Section 15nature. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingFinancing Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Financing Document or otherwise exist against Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term "agent" herein and in this Agreement or the other Loan Financing Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the sole and exclusive right and authority (but not to the obligation) exclusion of the Lenders), and is hereby authorized, to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers act as collateral agent for Agent and records reflecting the status each Lender for purposes of the Obligations perfection of all liens created by the Financing Documents and related mattersall other purposes stated therein, (b) execute or file any manage, supervise and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements otherwise deal with respect to the Loan DocumentsCollateral, (c) make Loans, for itself take such other action as is necessary or on behalf desirable to maintain the perfection and priority of Lenders, as provided in the Loan liens created or purported to be created by the Financing Documents, (d) [reserved]except as may be otherwise specified in any Financing Document, exercise all remedies given to Agent and the other Lenders with respect to the Collateral, whether under the Financing Documents, applicable law or otherwise and (e) open execute any amendment, consent or waiver under the Financing Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and maintain such bank accounts directs each Lender to act as collateral sub-agent for Agent and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents Lenders for the foregoing purposes and (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group perfection of all liens with respect to the Collateral, including any Loan deposit account maintained by a Credit Party or its Subsidiarieswith, and cash and cash equivalents held by, such Lender, and may further authorize and direct the Obligations, Lenders to take further actions as collateral sub-agents for purposes of enforcing such liens or otherwise related to any of same as provided in transfer the Loan DocumentsCollateral subject thereto to Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

Appointment and Authorization of Agent. (a) Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Financing Document and to exercise such powers and perform such duties as are expressly delegated to Agent it by the terms of this Agreement or any other Loan Financing Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ agrees to act The provisions of this Article are solely for the benefit of Agent and Lenders and none of Credit Parties nor any other Person shall have any rights as agent for and on behalf a third party beneficiary of any of the Lenders on the conditions contained provisions hereof. The duties of Agent shall be mechanical and administrative in this Section 15nature. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingFinancing Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Financing Document or otherwise exist against Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term "“agent" ” herein and in this Agreement or the other Loan Financing Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the sole and exclusive right and authority (but not to the obligation) exclusion of the Lenders), and is hereby authorized, to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers act as collateral agent for Agent and records reflecting the status each Lender for purposes of the Obligations perfection of all liens created by the Financing Documents and related mattersall other purposes stated therein, (b) execute or file any manage, supervise and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements otherwise deal with respect to the Loan DocumentsCollateral, (c) make Loans, for itself take such other action as is necessary or on behalf desirable to maintain the perfection and priority of Lenders, as provided in the Loan liens created or purported to be created by the Financing Documents, (d) [reserved]except as may be otherwise specified in any Financing Document, exercise all remedies given to Agent and the other Lenders with respect to the Collateral, whether under the Financing Documents, applicable law or otherwise and (e) open execute any amendment, consent or waiver under the Financing Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and maintain such bank accounts directs each Lender to act as collateral sub-agent for Agent and the Lenders for purposes of the perfection of all liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash management arrangements and cash equivalents held by, such Lender, and may further authorize and direct the Lenders to take further actions as collateral sub-agents for purposes of enforcing such liens or otherwise to transfer the Collateral subject thereto to Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. (b) In relation to the Swiss Security Documents the following additional provisions shall apply: (i) The Agent deems necessary holds: (1) any security created or expressed to be created under or pursuant to the Swiss Security Documents by way of a security assignment (Sicherungsabtretung) or transfer for security purposes (Sicherungsübereignung) or any other non-accessory (nicht akzessorische) security; (2) the benefit of this Section 14.1; and (3) any proceeds and appropriate other benefits of such security as fiduciary (treuhänderisch) in its own name but for the account of all relevant Lenders which have the benefit of such security in accordance with this Agreement and the Loan respective Swiss Security Documents; (ii) Each Lender hereby authorizes the Agent: (1) to (1) accept and execute as its direct representative (direkter Stellvertreter) any Swiss law pledge or any other Swiss law accessory (akzessorische) security created or expressed to be created under or pursuant to the Swiss Security Documents for the foregoing purposes benefit of such Lender and (f2) performhold, exerciseadminister and, and if necessary, enforce any such security on behalf of each relevant Lender which has the benefit of such security; Midcap / Quotient / Amended and all Restated Credit Agreement 31 (2) to agree as its direct representative (direkter Stellvertreter) to amendments and alterations to any Swiss Security Documents which creates a pledge or any other Swiss law accessory (akzessorische) security; (3) to effect as its direct representative (direkter Stellvertreter) any release of a security created under the Swiss Security Documents in accordance with this Agreement below; and (4) to exercise as its direct representative (direkter Stellvertreter) such other rights and remedies granted to the Agent hereunder or under the relevant Swiss Security Documents; and (iii) Each Credit Party hereby authorizes the Agent, when acting in its capacity as creditor of the Lender Group Parallel Debt Claims as set forth in Section 14.13, to hold: (1) any Swiss law pledge or any other Swiss law accessory (akzessorische) security; (2) any proceeds of such security; and (3) the benefit of this Section 14.1 and of the Parallel Debt claims, as creditor in its own right but for the benefit of the Lenders in accordance with respect to any Loan Party or its Subsidiaries, the Obligations, or otherwise related to any of same as provided in the Loan Documentsthis Agreement.

Appointment and Authorization of Agent. (a) Each Lender Bank hereby irrevocably appoints, designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and authorizes the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Credit Document and to exercise such powers and perform such duties as are expressly delegated to Agent it by the terms of this Agreement or any other Loan Credit Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingCredit Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall the Agent have or be deemed to have any fiduciary relationship with any LenderBank or participant, and no implied covenants, functions, responsibilities, duties, obligations obligations, or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against the Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term "“agent" ” herein and in this Agreement or the other Loan Credit Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, Agent . (b) The Issuing Bank shall have and may use its sole discretion act on behalf of the Banks with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement Letters of Credit issued by it and the other Loan Documents. Without limiting documents associated therewith, and the generality Issuing Bank shall have all of the foregoingbenefits and immunities (i) provided to the Agent in this Article VIII with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article VIII and in the definition of “Agent-Related Person” included the Issuing Bank with respect to such acts or omissions, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right and (but not the obligationii) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements additionally provided herein with respect to the Loan Documents, (c) make Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) [reserved], (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes and (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, or otherwise related to any of same as provided in the Loan Documents.Issuing Bank ..

Appointment and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Financing Document and to exercise such powers and perform such duties as are expressly delegated to Agent it by the terms of this Agreement or any other Loan Financing Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ agrees to act The provisions of this Article are solely for the benefit of Agent and the Lenders and none of Credit Parties nor any other Person shall have any rights as agent for and on behalf a third party beneficiary of any of the Lenders on the conditions contained provisions hereof. The duties of Agent shall be mechanical and administrative in this Section 15nature. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingFinancing Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor Midcap / MannKind / Credit and Security Agreement shall Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Financing Document or otherwise exist against Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term "“agent" ” herein and in this Agreement or the other Loan Financing Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the sole and exclusive right and authority (but not to the obligation) exclusion of the Lenders), and is hereby authorized, to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers act as collateral agent for Agent and records reflecting the status each Lender for purposes of the Obligations perfection of all liens created by the Financing Documents and related mattersall other purposes stated therein, (b) execute or file any manage, supervise and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements otherwise deal with respect to the Loan DocumentsCollateral, (c) make Loans, for itself take such other action as is necessary or on behalf desirable to maintain the perfection and priority of Lenders, as provided in the Loan liens created or purported to be created by the Financing Documents, (d) [reserved]except as may be otherwise specified in any Financing Document, exercise all remedies given to Agent and the other Lenders with respect to the Collateral, whether under the Financing Documents, applicable law or otherwise and (e) open execute any amendment, consent or waiver under the Financing Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and maintain such bank accounts directs each Lender to act as collateral sub-agent for Agent and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents Lenders for the foregoing purposes and (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group perfection of all liens with respect to the Collateral, including any Loan deposit account maintained by a Credit Party or its Subsidiarieswith, and cash and Cash Equivalents held by, such Lender, and may further authorize and direct the Obligations, Lenders to take further actions as collateral sub-agents for purposes of enforcing such liens or otherwise related to any of same as provided in transfer the Loan DocumentsCollateral subject thereto to Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

Appointment and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Financing Document and to exercise such powers and perform such duties as are expressly delegated to Agent it by the terms of this Agreement or any other Loan Financing Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ agrees to act The provisions of this Article are solely for the benefit of Agent and Lenders and none of Credit Parties nor any other Person shall have any rights as agent for and on behalf a third party beneficiary of any of the Lenders on the conditions contained provisions hereof. The duties of Agent shall be mechanical and administrative in this Section 15nature. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingFinancing Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Financing Document or otherwise exist against Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term "“agent" ” herein and in this Agreement or the other Loan Financing Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the sole and exclusive right and authority (but not to the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status exclusion of the Obligations Lenders), and related mattersis hereby authorized, to (i) act as collateral agent for Agent and each Lender for purposes of the perfection of all liens created by the Financing Documents and all other purposes stated therein, (bii) execute manage, supervise and otherwise deal with the Collateral, (iii) take such other action as is necessary or file desirable to maintain the perfection and priority of the liens created or purported to be created by the Financing Documents, (iv) except as may be otherwise specified in any Financing Document, exercise all remedies given to Agent and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and the other written agreements Lenders with respect to the Loan Collateral, whether under the Financing Documents, applicable law or otherwise and (cv) make Loansexecute any amendment, for itself consent or waiver under the Financing Documents on behalf of Lendersany Lender that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and directs each Lender to act as provided in collateral sub-agent for Agent and the Loan Documents, (d) [reserved], (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents Lenders for the foregoing purposes and (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group perfection of all liens with respect to the Collateral, including any Loan deposit account maintained by a Credit Party or its Subsidiarieswith, and cash and cash equivalents held by, such Lender, and may further authorize and direct the Obligations, Lenders to take further actions as collateral sub-agents for purposes of enforcing such liens or otherwise related to any of same as provided in transfer the Loan DocumentsCollateral subject thereto to Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints U.S. Bank Trust Company, National Association WFF as its administrative agent under this Agreement and the other Loan Documents, Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ Agent agrees to act as agent for and on behalf of the Lenders (and the Bank Product Providers) on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender (or Bank Product Provider), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term "“agent" ” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right (but not the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations Obligations, the Collateral, the Collections of Borrower and its Subsidiaries, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make LoansAdvances, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) [reserved]exclusively receive, apply, and distribute the Collections of Borrower and its Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Borrower and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party Borrower or its Subsidiaries, the Obligations, the Collateral, the Collections of Borrower and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Financing Document and to exercise such powers and perform such duties as are expressly delegated to Agent it by the terms of this Agreement or any other Loan Financing Document, together with such powers as are reasonably incidental thereto. AThe provisions of this Article 14 are solely for the benefit of Agent and ▇▇▇▇▇▇▇ agrees to act and none of Credit Parties nor any other Person shall have any rights as agent for and on behalf a third party beneficiary of any of the Lenders on the conditions contained provisions hereof. The duties of Agent shall be mechanical and administrative in this Section 15nature. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingFinancing Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Financing Document or otherwise exist against Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term "“agent" ” herein and in this Agreement or the other Loan Financing Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the sole and exclusive right and authority (but not to the obligation) exclusion of the Lenders), and is hereby authorized, to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers act as collateral agent for Agent and records reflecting the status each Lender for purposes of the Obligations perfection of all liens created by the Financing Documents and related mattersall other purposes stated therein, (b) execute or file any manage, supervise and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements otherwise deal with respect to the Loan DocumentsCollateral, (c) make Loans, for itself take such other action as is necessary or on behalf desirable to maintain the perfection and priority of Lenders, as provided in the Loan liens created or purported to be created by the Financing Documents, (d) [reserved]except as may be otherwise specified in any Financing Document, exercise all remedies given to Agent and the other Lenders with respect to the Collateral, whether under the Financing Documents, applicable law or otherwise and (e) open execute any amendment, consent or waiver under the Financing Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and maintain such bank accounts directs each Lender to act as collateral sub-agent for Agent and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents Lenders for the foregoing purposes and (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group perfection of all liens with respect to the Collateral, including any Loan deposit account maintained by a Credit Party or its Subsidiarieswith, and cash and cash equivalents held by, such Lender, and may further authorize and direct the Obligations, Lenders to take further actions as collateral sub-agents for purposes of enforcing such liens or otherwise related to any of same as provided in transfer the Loan DocumentsCollateral subject thereto to Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

Appointment and Authorization of Agent. Each Lender hereby designates and appoints U.S. Bank Trust Company, National Association [CONFIDENTIAL INFORMATION - REDACTED] as its administrative agent under this Agreement and the other Loan Documents, Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term "“agent" ” in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right (but not the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make LoansTerm Loans (including Protective Advances), for itself or on behalf of Lenders, as provided in the Loan Documents, (d) [reserved]exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes and purposes, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Loan Party or its SubsidiariesParties, the Obligations, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Financing Document and to exercise such powers and perform such duties as are expressly delegated to Agent it by the terms of this Agreement or any other Loan Financing Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ agrees to act The provisions of this Article 14 are solely for the benefit of Agent and Lenders and none of Credit Parties nor any other Person shall have any rights as agent for and on behalf a third party beneficiary of any of the Lenders on the conditions contained provisions hereof. The duties of Agent shall be mechanical and administrative in this Section 15nature. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingFinancing Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Financing Document or otherwise exist against Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term "“agent" ” herein and in this Agreement or the other Loan Financing Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the sole and exclusive right and authority (but not to the obligation) to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status exclusion of the Obligations Lenders), and related mattersis hereby authorized, to (i) act as collateral agent for Agent and each Lender for purposes of the perfection of all liens created by the Financing Documents and all other purposes stated therein, (bii) execute manage, supervise and otherwise deal with the Collateral, (iii) take such other action as is necessary or file desirable to maintain the perfection and priority of the liens created or purported to be created by the Financing Documents, (iv) except as may be otherwise specified in any Financing Document, exercise all remedies given to Agent and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and the other written agreements Lenders with respect to the Loan Collateral, whether under the Financing Documents, applicable law or otherwise and (cv) make Loansexecute any amendment, for itself consent or waiver under the Financing Documents on behalf of Lendersany Lender that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and directs each Lender to act as provided in collateral sub-agent for Agent and the Loan Documents, (d) [reserved], (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents Lenders for the foregoing purposes and (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group perfection of all liens with respect to the Collateral, including any Loan deposit account maintained by a Credit Party or its Subsidiarieswith, and cash and cash equivalents held by, such Lender, and may further authorize and direct the Obligations, Lenders to take further actions as collateral sub-agents for purposes of enforcing such liens or otherwise related to any of same as provided in transfer the Loan DocumentsCollateral subject thereto to Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

Appointment and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and appoints U.S. Bank Trust Company, National Association as its administrative agent under this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Financing Document and to exercise such powers and perform such duties as are expressly delegated to Agent it by the terms of this Agreement or any other Loan Financing Document, together with such powers as are reasonably incidental thereto. A▇▇▇▇ agrees to act The provisions of this Article are solely for the benefit of Agent and the Lenders and none of Credit Parties nor any other Person shall have any rights as agent for and on behalf a third party beneficiary of any of the Lenders on the conditions contained provisions hereof. The duties of Agent shall be mechanical and administrative in this Section 15nature. Any Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document notwithstandingFinancing Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documentsherein, nor shall Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Financing Document or otherwise exist against Agent. Without limiting the generality of the foregoingforegoing sentence, the use of the term "“agent" ” herein and in this Agreement or the other Loan Financing Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only a representative an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the sole and exclusive right and authority (but not to the obligation) exclusion of the Lenders), and is hereby authorized, to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers act as collateral agent for Agent and records reflecting the status each Lender for purposes of the Obligations perfection of all liens created by the Financing Documents and related mattersall other purposes stated therein, (b) execute or file any manage, supervise and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements otherwise deal with respect to the Loan DocumentsCollateral, (c) make Loans, for itself take such other action as is necessary or on behalf desirable to maintain the perfection and priority of Lenders, as provided in the Loan liens created or purported to be created by the Financing Documents, (d) [reserved]except as may be otherwise specified in any Financing Document, exercise all remedies given to Agent and the other Lenders with respect to the Collateral, whether under the Financing Documents, applicable law or otherwise and (e) open execute any amendment, consent or waiver under the Financing Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and maintain such bank accounts directs each Lender to act as collateral sub-agent for Agent and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents Lenders for the foregoing purposes and (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group perfection of all liens with respect to the Collateral, including any Loan deposit account maintained by a Credit Party or its Subsidiarieswith, and cash and Cash Equivalents held by, such Lender, and may further authorize and direct the Obligations, Lenders to take further actions as collateral sub-agents for purposes of enforcing such liens or otherwise related to any of same as provided in transfer the Loan DocumentsCollateral subject thereto to Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.