Common use of Authorization and Action Clause in Contracts

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

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

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

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

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

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

Authorization and Action. (ai) Each Secured Party Buyer hereby irrevocably designates and appoints KeyBank PNC Bank, National Association as Administrative Agent hereunderhereunder and under the Transaction Documents to which the Administrative Agent is a party, and each Buyer that becomes a party to this Agreement hereafter ratifies such designation and appointment and authorizes KeyBank the Administrative Agent to take such actions as agent action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement the Transaction Documents, together with such other powers as are reasonably incidental thereto. The Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any no duties or responsibilities, except those expressly set forth hereinin the Transaction Documents to which it is a party, or any fiduciary relationship with any Secured PartyBuyer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement any Transaction Document or otherwise exist for against the Administrative Agent. In addition, the Administrative Agent is hereby authorized by each Buyer to consent to any amendments or restatements to the Certificate of Incorporation of the Seller to the extent such amendments or restatements are not prohibited by clause (m)(xxviii) of Exhibit D of this Agreement. (ii) The provisions of this Section 11 are solely for the benefit of the Administrative Agent and the Buyers, and none of the Seller or the Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Section 11 (other than Section 11(j)), except that this Section 11 shall not affect any obligations which the Administrative Agent or any Buyer may have to any of the Seller or the Servicer under the other provisions of this Agreement. (iii) In performing its functions and duties hereunder, the Administrative Agent shall act solely as the agent for of the Secured Parties Buyers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any of the Borrower Seller or the Servicer or any of its their respective successors or and assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

Authorization and Action. (a) Each Lender and each Secured Party (other than the Administrative Agent) hereby designates and appoints KeyBank JPMorgan Chase Bank (and JPMorgan Chase Bank accepts such designation and appointment) as Administrative Agent hereunder, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) Each Lender hereby irrevocably designates and appoints the Managing related Agent as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender’s Lender Group as its Managing Agent hereunder▇▇▇▇▇▇, and authorizes such Managing Agent to take such actions as agent action on its behalf under the provisions of the Basic Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Managing Agents such Agent by the terms of this Agreement Agreement, together with such other powers as are reasonably incidental thereto. No Managing . (c) Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as an “Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations obligations, or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for against the applicable Managing Administrative Agent or any Agent. In performing its functions and duties hereunder, each Managing . (d) The Administrative Agent shall act solely as agent for the Lenders in the promptly distribute to each Agent (if such Agent is not otherwise required to receive such notice), who shall promptly distribute to each related Lender Group all notices, requests for consent and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for other information received by the Borrower or any of its successors or assigns. No Managing Administrative Agent shall be required to take any action that exposes it to personal liability or that is contrary to under this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the ObligationsAgreement.

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

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

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

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

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

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

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

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

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

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

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank ▇▇▇▇▇ Fargo Bank, National Association as Administrative Collateral Agent hereunder, and authorizes KeyBank the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Collateral Agent shall be read into this Agreement implied or otherwise exist for the Administrative Collateral Agent. In performing its functions and duties hereunder, the Administrative Collateral Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Collateral Agent shall not be required to take any action that which exposes the Administrative Collateral Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The appointment and authority of the Administrative Collateral Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints . AmeriCredit agrees to pay the Managing Collateral Agent the Collateral Agent Fee for such Lender’s Lender Group acting as its Managing Collateral Agent hereunder; if for any reason AmeriCredit fails to pay the Collateral Agent Fee when due, and authorizes such Managing the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent fee shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed paid pursuant to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the ObligationsSection 3.3(a)(iii).

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

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

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

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

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

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

Authorization and Action. (a) Each Secured Party Conduit Lender and its related Committed Lender hereby designates and appoints KeyBank as Administrative Agent hereunder, and authorizes KeyBank its Managing Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Administrative such Managing Agent by the terms of this Agreement hereof and thereof, together with such powers as are reasonably incidental thereto. The Administrative No Managing Agent shall not have any duties or responsibilities, except other than those expressly set forth herein, or any fiduciary relationship with any Secured Partyin the Facility Documents, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into any Facility Document, or otherwise exist, against any Managing Agent. No Managing Agent assumes, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, any Loan Party. Notwithstanding any provision of this Agreement or otherwise exist any other Facility Document, in no event shall any Managing Agent ever be required to take any action which exposes such Managing Agent to personal liability or which is contrary to any provision of any Facility Document or applicable law. Unless notified in writing to the contrary by the applicable Committed Lender, Agents and the Loan Parties shall provide all notices and payments specified to be made by to a Conduit Lender or a related Committed Lender hereunder to the related Managing Agent, if any, for the Administrative Agentbenefit of such Lenders. Each Managing Agent may perform any of the obligations of, or exercise any of the rights of, any related Lender and such performance or exercise shall constitute performance of the obligations of, or exercise of the rights of, such Lenders hereunder. In performing its functions and duties hereunderhereunder and under the other Facility Documents, the Administrative each Managing Agent shall act solely as agent for the Secured Parties its related Lenders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any other Lender, Loan Party or any other Person, or any of its their respective successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group Agent, if any, to act as its Managing Agent hereunderAgent, and authorizes such Managing Agent hereby agrees to take perform the duties and obligations of, such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the ObligationsLenders.

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

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

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

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

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

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

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

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

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

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

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

Authorization and Action. (a) Each Lender and each Secured Party (other than the Administrative Agent) hereby designates and appoints KeyBank JPMorgan Chase Bank, N.A. (and JPMorgan Chase Bank, N.A. accepts such designation and appointment) as Administrative Agent hereunder, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at on the indefeasible payment in full of the ObligationsFacility Termination Date. (b) Each Lender hereby irrevocably designates and appoints the Managing related Agent as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender’s Lender Group as its Managing Agent hereunder▇▇▇▇▇▇, and authorizes such Managing Agent to take such actions as agent action on its behalf under the provisions of the Basic Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Managing Agents such Agent by the terms of this Agreement Agreement, together with such other powers as are reasonably incidental thereto. No Managing . (c) Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as an “Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for against the applicable Managing Administrative Agent or any Agent. In performing its functions and duties hereunder, each Managing . (d) The Administrative Agent shall act solely as agent promptly distribute to each Agent (if such Agent or the Lender in its Lender Group are not otherwise required to receive such notice), who shall promptly distribute to each related Lender (if such Lender is not otherwise required to receive such notice) all notices, requests for consent and other information received by the Administrative Agent under this Agreement that are not also delivered to the Lenders. (e) The Administrative Agent shall promptly notify all Lenders in writing of any proposed consent, waiver, approval, vote or other action taken or to be taken by the related Lender Group and does not assume nor Administrative Agent in such capacity under the Intercreditor Agreement (an “Intercreditor Action”) within one (1) Business Day of the Administrative Agent actually receiving notice thereof, which notice shall be deemed include all information delivered to have assumed the Administrative Agent in such capacity under the Intercreditor Agreement. Notwithstanding any obligation or relationship of trust or agency with or for provision to the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to in this Agreement or Applicable Law. The appointment and authority of each Managing in any other Basic Document, all Intercreditor Actions shall be exercised by the Administrative Agent hereunder shall terminate in such capacity solely at the indefeasible payment in full written direction of the ObligationsRequired Lenders. For the avoidance of doubt, 158 the terms set forth in this Section 11.01(e) shall not be applicable to any other capacity in which JPMorgan Chase Bank, N.A. may serve under the Intercreditor Agreement (other than as Administrative Agent for the Secured Parties hereunder), including any action to be taken by JPMorgan Chase Bank, N.A. in such other capacity under the Intercreditor Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank ▇▇▇▇▇ Fargo Bank, National Association as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto; provided, however, that the Collateral Agent shall have no liability with respect to such appointment. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) Each Lender Secured Party (other than the Collateral Agent) hereby designates and appoints the Managing Agent for such Lender’s Lender Group Computershare as its Managing Collateral Agent hereunder, and authorizes such Managing the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderSecured Party, and no 82 implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Collateral Agent shall be read into this Agreement or otherwise exist for the applicable Managing AgentCollateral Agent (including any implied duty to enforce another party’s obligations if the Transaction Documents have not assigned such responsibility to a particular party). In performing its functions and duties hereunder, each Managing the Collateral Agent shall act solely as agent for the Lenders in the related Lender Group Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Collateral Agent shall not be required to take any action that exposes it the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Collateral Agent shall not be liable with respect to any action it takes or omits to take in accordance with a direction received by it in accordance with the terms of this Agreement and the other Transaction Documents. The appointment and authority of each Managing the Collateral Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids.

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

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

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

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

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

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

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

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

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

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

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

Authorization and Action. (a) Each Secured Party Lender and the Administrative Agent hereby designates and appoints KeyBank U.S. Bank Trust Company, National Association (and U.S. Bank Trust Company, National Association accepts such designation and appointment) as Administrative Agent the Custodian hereunder, and authorizes KeyBank the Custodian to maintain the Collection Account at U.S. Bank National Association as the Account Bank and to take such actions as agent representative on its behalf and to exercise such powers as are delegated to the Administrative Agent Custodian by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent Custodian shall act solely as agent for the Secured Parties Lenders and the Administrative Agent and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent Neither the Account Bank nor the Custodian shall not be required to risk or expend its own funds in performing its duties hereunder or otherwise take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent Custodian hereunder shall terminate at the indefeasible payment in full of the ObligationsCollection Date. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated Notwithstanding any provision to the Managing Agents by contrary elsewhere in this Agreement, the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent Custodian shall not have any duties or responsibilities, except those expressly set forth herein, or any agency or fiduciary relationship with any LenderLender or the Administrative Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for against the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the ObligationsCustodian.

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

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

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

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

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

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank as Administrative Agent hereunder, and authorizes KeyBank to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.109 (b) Each Lender hereby designates and appoints the Managing Agent for such Lender▇▇▇▇▇▇’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

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

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

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

Authorization and Action. (a) Each Secured Party Lender hereby designates and appoints KeyBank V▇▇▇▇ Credit Alternative Lending Management 2018 L.P. (and V▇▇▇▇ Credit Alternative Lending Management 2018 L.P. accepts such designation and appointment) as Administrative Agent hereunder, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties Lenders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender The Administrative Agent hereby designates and appoints the Managing Agent for V▇▇▇▇ Credit Alternative Lending Management 2018 L.P. (and V▇▇▇▇ Credit Alternative Lending Management 2018 L.P. accepts such Lender’s Lender Group designation and appointment) as its Managing Collateral Agent hereunder, and authorizes such Managing the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing the Collateral Agent shall act solely as agent for the Lenders in and the related Lender Group other Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its their successors or assigns. No Managing The Collateral Agent shall not be required to take any action that which exposes it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing the Collateral Agent hereunder shall terminate at on the indefeasible payment Termination Date. Notwithstanding anything to the contrary contained in full this Agreement, the Collateral Agent will not commence any enforcement action, take any action in connection with an insolvency or liquidation proceeding or otherwise take any action or proceeding against the Borrower unless and until the Collateral Agent shall have received satisfactory direction from the Administrative Agent and only upon its receipt of satisfactory indemnity (to the extent deemed necessary by the Collateral Agent). (c) Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the ObligationsAdministrative Agent or Collateral Agent (each being referred to in this Article as an “Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender or any other Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent or Collateral Agent. (d) The Collateral Agent shall promptly distribute to the Administrative Agent (if the Administrative Agent is not otherwise required to receive such notice), who shall promptly distribute to each related Lender all requests for consent and other information received by the Collateral Agent under this Agreement.

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

Authorization and Action. (a) a. Each Secured Party hereby designates and appoints KeyBank Key as Administrative Facility Agent hereunder, hereunder and authorizes KeyBank Key to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Facility Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Each Lender in each Lender Group hereby designates and appoints the Person designated herein as Managing Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, for such Lender Group as agent for such Lender Group hereunder and no implied covenants, functions, responsibilities, duties, obligations or liabilities authorizes such Person to take such actions as agent on its behalf and to exercise such powers as are delegated to the part Managing Agent for such Lender Group by the terms of the Administrative Agent shall be read into this Agreement or otherwise exist for together with such powers as are reasonably incidental thereto. Each Secured Party hereby designates and appoints USBank as Paying Agent hereunder and authorizes USBank take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative AgentPaying Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. Each Lender hereby designates and appoints USBank as Documentation Agent and Calculation Agent hereunder and authorizes USBank take such actions as agent on its behalf and to exercise such powers as are delegated to the Documentation Agent and Calculation Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. b. In performing its functions and duties hereunder, each of the Administrative Facility Agent and the Paying Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of its their successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related its Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any other Lenders or any of its or their successors or assigns. In performing its functions and duties hereunder, each of the Documentation Agent and the Calculation Agent shall act solely as agent for the Lenders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of their successors or assigns. c. None of the Facility Agent, the Documentation Agent, the Paying Agent, the Calculation Agent or any Managing Agent for a Lender Group (each, an “Agent”), shall have any duties or responsibilities, except those expressly set forth herein and applicable to such Agent, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of any Agent shall be read into this Agreement or otherwise exist for any Agent. No Managing Agent shall be required to take any action that exposes it such Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. d. The Borrower has designated and appointed Key as the Syndication Agent, Structuring Agent, Sole Lead Arranger and Sole Bookrunner. The Syndication Agent, the Structuring Agent, the Sole Lead Arranger and the Sole Bookrunner, in such capacity, assume no responsibility or obligation hereunder, including, without limitation, for servicing, enforcement or collection of any of the Advances, nor any duties as an agent hereunder for the Lenders or any Agent. The title given to the Syndication Agent, the Structuring Agent, the Sole Lead Arranger and the Sole Bookrunner is solely honorific and implies no fiduciary responsibility on the part of the Syndication Agent, the Structuring Agent, the Sole Lead Arranger or the Sole Bookrunner to any Lender or Agent, the Borrower, the Servicer or any other party, and the use of such titles does not impose on the Syndication Agent, the Structuring Agent, the Sole Lead Arranger or the Sole Bookrunner any duties or obligations greater than those of any other Lender or entitle the Syndication Agent, the Structuring Agent, the Sole Lead Arranger or the Sole Bookrunner to any rights other than those to which any other Lender is entitled.

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank FSI as Administrative Deal Agent and First Union as Collateral Agent hereunder, and authorizes KeyBank each of the Deal Agent and the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent it by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Neither the Deal Agent nor the Collateral Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein, or any fiduciary relationship with any Secured PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent or the Collateral Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent or the Collateral Agent. In performing its functions and duties hereunder, each of the Administrative Deal Agent and the Collateral Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Neither the Deal Agent nor the Collateral Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Except as otherwise provided in this Agreement, appointment and authority of the Administrative Deal Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. Subject to the foregoing, the Insurer may request the Deal Agent to intervene in any proceeding that effects the Note or the Collateral and the Borrower, Servicer and Investors consent to such intervention. (b) Each Lender Investor hereby designates and appoints the Managing Agent for such Lender’s Lender Group First Union as its Managing Liquidity Agent hereunder, and authorizes such Managing the Liquidity Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Liquidity Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Liquidity Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderInvestor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Liquidity Agent shall be read into this Agreement or otherwise exist for the applicable Managing Liquidity Agent. In performing its functions and duties hereunder, each Managing the Liquidity Agent shall act solely as agent for the Lenders in the related Lender Group Investors and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Liquidity Agent shall not be required to take any action that which exposes it the Liquidity Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The appointment and authority of each Managing the Liquidity Agent hereunder shall terminate at the indefeasible payment in full of the Obligations.

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

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

Authorization and Action. (a) Each Secured Party of CRC and the CRC Related Parties hereby designates and irrevocably appoints KeyBank as Administrative Agent hereunder, and authorizes KeyBank Citicorp North America, Inc. as its Managing Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement and the other Program Documents as are delegated to the Administrative Managing Agent for CRC and the CRC Related Parties by the terms of this Agreement hereof and thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, Each of PRFC and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions PRFC Related Parties hereby irrevocably appoints and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group authorizes Bank One as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Program Documents as are delegated to the Managing Agents Agent for PRFC and the PRFC Related Parties by the terms of this Agreement hereof and thereof, together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth hereinherein or in the other Program Documents, or any fiduciary relationship with any Lender or Secondary Lender, and no implied covenants, functions, responsibilities, duties, duties or obligations or liabilities on the part of the applicable any Managing Agent shall be read into this Agreement or any other Program Document or otherwise exist for the applicable any Managing Agent. In performing its functions and duties hereunderAs to any matters not expressly provided for by this Agreement or the other Program Documents, each no Managing Agent shall be required to exercise any discretion or take any action, but shall be required to act solely as agent for or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the Lenders in instructions of the related Lender Group and does not assume nor shall be deemed to have assumed any obligation Lenders or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Secondary Lenders; provided, however, that no Managing Agent shall be required to take any action that which exposes it such Managing Agent to personal liability or that which is contrary to this Agreement Agreement, the other Program Documents or Applicable Law. The appointment Each Lender and authority each Secondary Lender agrees that in any instance in which the Program Documents provide that the related Managing Agent's consent may not be unreasonably withheld, provide for the exercise of each the related Managing Agent's reasonable discretion, or provide to a similar effect, it shall not in its instructions to its related Managing Agent hereunder shall terminate at the indefeasible payment withhold its consent or exercise its discretion in full of the Obligationsan unreasonable manner.

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

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

Authorization and Action. (a) Each Secured Party Purchaser hereby designates and appoints KeyBank (i) HSBC to act as Administrative its Agent hereunderhereunder and under each other Transaction Document, and (ii) the Managing Agent in its Purchase Group to act as its Managing Agent hereunder and under each other Transaction Document, and authorizes KeyBank the Agent and such Purchaser’s Managing Agent, as the case may be, to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or such Managing Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Administrative Neither the Agent nor the Managing Agents shall not have any duties or responsibilities, except those expressly set forth hereinherein or in any other Transaction Document, or any fiduciary relationship with any Secured PartyPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for the Administrative AgentAgent or the Managing Agents. In performing its their functions and duties hereunderhereunder and under the other Transaction Documents, (i) the Administrative Agent shall act solely as agent for the Secured Parties Purchasers, (ii) each Managing Agent shall act solely as managing agent for the Conduit Purchasers and does not assume Committed Purchasers in its Purchase Group, and (iii) neither the Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or any of its such Seller Party’s successors or assigns. The Administrative Neither the Agent shall not be required to take nor any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it the Agent 10 Section 10.5 was added by Amendment No. 1. or such Managing Agent to personal liability or that is contrary to this Agreement Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each the Agent and the Managing Agent Agents hereunder shall terminate at upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the ObligationsAgent to file each of the Uniform Commercial Code financing statements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

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

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

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

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank WCM as Administrative Deal Agent hereunder, and authorizes KeyBank the Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Deal Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Deal Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Deal Agent shall be read into this Agreement or otherwise exist for the Administrative Deal Agent. In performing its functions and duties hereunder, the Administrative Deal Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Deal Agent shall not be required to take any action that exposes the Administrative Deal Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Deal Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (b) Each Lender VFCC Investor hereby designates and appoints the Managing Agent for such Lender’s Lender Group Wachovia Bank as its Managing Liquidity Agent hereunder, and authorizes such Managing Liquidity Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents Liquidity Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing The Liquidity Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any 84 fiduciary relationship with any LenderInvestor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Liquidity Agent shall be read into this Agreement or otherwise exist for the applicable Managing Liquidity Agent. In performing its functions and duties hereunder, each Managing Agent Wachovia Bank shall act solely as agent for the Lenders in the related Lender Group VFCC Investors and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing The Liquidity Agent shall not be required to take any action that exposes it the Liquidity Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing the Liquidity Agent hereunder shall terminate at upon the indefeasible payment in full of the ObligationsAggregate Unpaids. (c) Each PARCO Investor hereby designates and appoints JPMorgan as Liquidity Agent hereunder, and authorizes such Liquidity Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Liquidity Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Liquidity Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Liquidity Agent shall be read into this Agreement or otherwise exist for the Liquidity Agent. In performing its functions and duties hereunder, JPMorgan shall act solely as agent for the PARCO Investors and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Liquidity Agent shall not be required to take any action that exposes the Liquidity Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Liquidity Agent hereunder shall terminate upon the indefeasible payment in full of the Aggregate Unpaids. (d) Each Secured Party hereby designates and appoints WCM as Collateral Agent hereunder, and authorizes the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Collateral Agent shall be read into this Agreement or otherwise exist for the Collateral Agent. In performing its functions and duties hereunder, the Collateral Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Collateral Agent shall not be required to take any action that exposes the Collateral Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Collateral Agent hereunder shall terminate upon the indefeasible payment in full of the Aggregate Unpaids.

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

Authorization and Action. (a) Each Secured Party hereby designates and appoints KeyBank Bank OZK as Administrative Facility Agent hereunder, hereunder and authorizes KeyBank Bank OZK to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Facility Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Each Lender in each Lender Group hereby designates and appoints the Person designated herein as Managing Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, for such Lender Group as agent for such Lender Group hereunder and no implied covenants, functions, responsibilities, duties, obligations or liabilities authorizes such Person to take such actions as agent on its behalf and to exercise such powers as are delegated to the part Managing Agent for such Lender Group by the terms of the Administrative Agent shall be read into this Agreement or otherwise exist for together with such powers as are reasonably incidental thereto. Each Secured Party hereby designates and appoints U.S. Bank Trust Company, National Association as Paying Agent hereunder and authorizes U.S. Bank Trust Company, National Association to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative AgentPaying Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. Each Lender hereby designates and appoints U.S. Bank Trust Company, National Association as Documentation Agent and Calculation Agent hereunder and authorizes U.S. Bank Trust Company, National Association to take such actions as agent on its behalf and to exercise such powers as are delegated to the Documentation Agent and Calculation Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. (b) In performing its functions and duties hereunder, each of the Administrative Facility Agent, the Documentation Agent, the Calculation Agent and the Paying Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of its their successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related its Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any other Lenders or any of its or their successors or assigns. In performing its functions and duties hereunder, each of the Documentation Agent and the Calculation Agent shall act solely as agent for the Lenders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of their successors or assigns. (c) None of the Facility Agent, the Documentation Agent, the Paying Agent, the Calculation Agent, the Collateral Custodian, the Document Custodian, the Backup Servicer or any Managing Agent for a Lender Group (each, an “Agent”), shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document and applicable to such Agent, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of any Agent shall be read into this Agreement or otherwise exist for any Agent. No Managing Agent shall be required to take any action that exposes it such Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (d) The Borrower has designated and appointed Bank OZK as the Syndication Agent, Structuring Agent, Sole Lead Arranger and Sole Bookrunner. The Syndication Agent, the Structuring Agent, the Sole Lead Arranger and the Sole Bookrunner, in such capacity, assume no responsibility or obligation hereunder, including, without limitation, for servicing, enforcement or collection of any of the Advances, nor any duties as an agent hereunder for the Lenders or any Agent. The title given to the Syndication Agent, the Structuring Agent, the Sole Lead Arranger and the Sole Bookrunner is solely honorific and implies no fiduciary responsibility on the part of the Syndication Agent, the Structuring Agent, the Sole Lead Arranger or the Sole Bookrunner to any Lender or Agent, the Borrower, the Servicer or any other party, and the use of such titles does not impose on the Syndication Agent, the Structuring Agent, the Sole Lead Arranger or the Sole Bookrunner any duties or obligations greater than those of any other Lender or entitle the Syndication Agent, the Structuring Agent, the Sole Lead Arranger or the Sole Bookrunner to any rights other than those to which any other Lender is entitled.

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

Authorization and Action. (a) Each Lender and each Secured Party (other than the Administrative Agent) hereby designates and appoints KeyBank JPMorgan Chase Bank, N.A. (and JPMorgan Chase Bank, N.A. accepts such designation and appointment) as Administrative Agent hereunder, and authorizes KeyBank the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at on the indefeasible payment in full of the Obligations. (b) Facility Termination Date. Each Lender hereby irrevocably designates and appoints the Managing related Agent as the agent of such Lender under this Agreement, and each such Lender irrevocably authorizes such Agent, as the agent for such Lender’s Lender Group as its Managing Agent hereunder▇▇▇▇▇▇, and authorizes such Managing Agent to take such actions as agent action on its behalf under the provisions of the Basic Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Managing Agents such Agent by the terms of this Agreement Agreement, together with such other powers as are reasonably incidental thereto. No Managing Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent (the Administrative Agent and each Agent being referred to in this Article as an “Agent”) shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for against the applicable Managing Administrative Agent or any Agent. In performing its functions and duties hereunder, each Managing The Administrative Agent shall act solely as agent promptly distribute to each Agent (if such Agent or the Lender in its Lender Group are not otherwise required to receive such notice), who shall promptly distribute to each related Lender (if such Lender is not otherwise required to receive such notice) all notices, requests for consent and other information received by the Administrative Agent under this Agreement that are not also delivered to the Lenders. The Administrative Agent shall promptly notify all Lenders in writing of any proposed consent, waiver, approval, vote or other action taken or to be taken by the related Lender Group and does not assume nor Administrative Agent in such capacity under the Intercreditor Agreement (an “Intercreditor Action”) within one (1) Business Day of the Administrative Agent actually receiving notice thereof, which notice shall be deemed include all information delivered to have assumed the Administrative Agent in such capacity under the Intercreditor Agreement. Notwithstanding any obligation or relationship of trust or agency with or for provision to the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary to in this Agreement or Applicable Law. The appointment and authority of each Managing in any other Basic Document, all Intercreditor Actions shall be exercised by the Administrative Agent hereunder shall terminate in such capacity solely at the indefeasible payment in full written direction of the ObligationsRequired Lenders. For the avoidance of doubt, 158 DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>/<<NUM>>v<<VER>> \* MERGEFORMAT LEGAL02/46534623v2 the terms set forth in this Section 11.01(e) shall not be applicable to any other capacity in which JPMorgan Chase Bank, N.A. may serve under the Intercreditor Agreement (other than as Administrative Agent for the Secured Parties hereunder), including any action to be taken by JPMorgan Chase Bank, N.A. in such other capacity under the Intercreditor Agreement.

Authorization and Action. (a) Each Secured Party Lender hereby designates appoints and appoints KeyBank as authorizes Administrative Agent hereunder(and, and authorizes KeyBank upon designation thereof by Administrative Agent, the Servicer) to take such actions action as agent on its behalf (including execution of the other Loan Documents) and to exercise such powers under this Agreement as are delegated to the Administrative Agent (or such Servicer) by the terms of this Agreement the Loan Documents, together with such powers as are reasonably incidental thereto. The Lender and Administrative Agent hereby appoint and authorize Collateral Agent on behalf of the Secured Parties to take such action on behalf of the Secured Parties as expressly set forth herein as Administrative Agent may direct Collateral Agent to take from time to time. If at any time, Administrative Agent is unsure as to whether an action is expressly required by this Agreement or at its discretion, Administrative Agent shall promptly request that the Majority Lenders provide guidance with regards to the characterization of such actions and the Majority Lenders shall promptly provide guidance. Upon the occurrence of an Event of Default, each of Administrative Agent and Collateral Agent acknowledge that the Majority Lenders shall have the rights to direct Administrative Agent, and Administrative Agent shall direct Collateral Agent for all purposes with respect to the enforcement rights set forth in Section 8.2 of this Agreement or in the other Loan Documents, at law or in equity. Each of Administrative Agent and Collateral Agent shall act strictly at the direction of the Majority Lenders or the Administrative Agent, as applicable, in connection therewith. Except for the Borrower’s right to approve a successor Administrative Agent as provided in Section 9.7, the provisions of this Article IX are solely for the benefit of Administrative Agent, Collateral Agent and Lender (except to the extent that the provisions of Section 9.7 benefit the Borrower) and Borrower shall not have any rights as a third-party beneficiary or otherwise under any of the other provisions hereof. Administrative Agent and Collateral Agent shall not have any duties or responsibilities, obligations except those expressly set forth hereinin the Loan Documents. Without limiting the generality of the foregoing, or (a) Administrative Agent and Collateral Agent shall not be subject to any fiduciary relationship with any Secured Party, and no or other implied covenants, functions, responsibilities, duties, obligations or liabilities on the part regardless of the whether a Default has occurred and is continuing, (b) Administrative Agent and Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that Administrative Agent or Collateral Agent is required to exercise as directed by the Majority Lenders (or such other number or percentage of Lenders as shall be read into necessary under the circumstances as provided in this Agreement Agreement) or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the as applicable; provided that Administrative Agent shall act solely as agent for the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Collateral Agent shall not be required to take any action that exposes that, in its opinion or the opinion of its counsel, may expose either Administrative Agent or Collateral Agent to personal liability or that is contrary to this Agreement any Loan Document or Applicable Law. The appointment and authority applicable law, including for the avoidance of doubt any action that may be in violation of the Administrative Agent hereunder shall terminate at automatic stay under the indefeasible payment Bankruptcy Code or that may effect a forfeiture, modification or termination of property of a Lender in full violation of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lender’s Lender Group as its Managing Agent hereunderBankruptcy Code, and authorizes such Managing Agent to take such actions (c) except as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing Agent shall have any duties or responsibilities, except those expressly set forth hereinin the Loan Documents, Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Relevant Party, Sponsor or any of their respective Subsidiaries that is communicated to or obtained by Administrative Agent, Collateral Agent or any of its Affiliates in any capacity. Collateral Agent shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any fiduciary relationship with any Lenderof its rights or powers, and no implied covenants, functions, responsibilities, duties, obligations if there shall be reasonable grounds for believing that the repayment of such funds or liabilities on the part of the applicable Managing adequate indemnity against such risk or liability shall not be reasonably assured to it. Collateral Agent shall be read into under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders or in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. No Managing Agent shall be required to take any action that exposes it to personal liability or that is contrary relation to this Agreement or Applicable Law. The appointment and authority of each Managing Agent hereunder shall terminate any other Loan Document, at the indefeasible payment request, order or direction of any party, unless such party has offered to Collateral Agent security or indemnity satisfactory to it in full of its reasonable discretion against the Obligationscosts, expenses and liabilities that may be incurred by Collateral Agent therein or thereby. Administrative Agent shall pay an administrative agent fee to Administrative Agent and a collateral agent fee to Collateral Agent in accordance with their respective fee letters.

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

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

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

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

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

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