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Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this [Section 12] (other than [Section 12.1(c)] with respect to the Joint Lead Arrangers and the Joint Bookrunners and [Section 12.9] with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. 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 and in the other Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Each Lender hereby irrevocably appoints, designates and appointsauthorizes the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and theeach other Loan DocumentsDocument and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agentit by the terms of this Agreement and theor any other Loan Documents,Document, together with such other powers as are reasonably incidental thereto. The provisions of this [Section 12] (other than [Section 12.1(c)] with respect to the Joint Lead Arrangers and the Joint Bookrunners and [Section 12.9] with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary contained elsewhere herein or in this Agreement,any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and inherein, nor shall the other Loan Documents,Administrative Agent have or be deemed to have any fiduciary relationship with any Lender,Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. In performing its functionsWithout limiting the generality of the foregoing sentence, the use of the term “agent” herein and duties hereunder, eachin the other Loan Documents with reference to the Administrative Agent shall act solelyis not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards oradministrative relationship of agency or trust with or for the Borrower or any of its Subsidiaries.between independent contracting parties.

9.1Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan DocumentsDocuments, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this [Section 12] (other than [Section 12.1(c)] with respect to the Joint Lead Arrangers and the Joint Bookrunners and [Section 12.9] with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. 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 and in the other Loan Documents,herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Each Lender hereby irrevocably appoints, designates and appointsauthorizes the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and theeach other Loan DocumentsDocument and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agentit by the terms of this Agreement and theor any other Loan Documents,Document, together with such other powers as are reasonably incidental thereto. The provisions of this [Section 12] (other than [Section 12.1(c)] with respect to the Joint Lead Arrangers and the Joint Bookrunners and [Section 12.9] with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary contained elsewhere herein or in this Agreement,any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and inherein, nor shall the other Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

SECTION # Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan DocumentsDocuments, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this [Section 12] (other than [Section 12.1(c)] with respect to the Joint Lead Arrangers and the Joint Bookrunners and [Section 12.9] with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. 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 and in the other Loan Documents,herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against theany Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Each Lender hereby irrevocably appoints, designates and appointsauthorizes each of the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents and irrevocably authorizes the Administrative Agent, in such capacity,Collateral Agent to take such action on its behalf under the provisions of this Agreement and theeach other Loan DocumentsDocument and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agentit by the terms of this Agreement and theor any other Loan Documents,Document, together with such other powers as are reasonably incidental thereto. The provisions of this [Section 12] (other than [Section 12.1(c)] with respect to the Joint Lead Arrangers and the Joint Bookrunners and [Section 12.9] with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary contained elsewhere herein or in this Agreement,any other Loan Document, neither the Administrative Agent nor the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Loan Documents, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender,Lender or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent. In performing its functionsWithout limiting the generality of the foregoing sentence, the use of the term “agent” herein and duties hereunder, eachin the other Loan Documents with reference to any Agent shall act solelyis not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards oradministrative relationship of agency or trust with or for the Borrower or any of its Subsidiaries.between independent contracting parties.

Section # Authorization and Authority. Each Lenderof the Lenders hereby irrevocably designates and appoints the Administrative Agent to act on its behalf as the administrative agent of such Lenderhereunder and under this Agreement and the other Loan Documents and irrevocably authorizes the Administrative Agent, in such capacity,Agent to take such actionactions on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents,hereof or thereof, together with such otheractions and powers as are reasonably incidental thereto. The provisions of this [Section 12] (other than [Section 12.1(c)] with respect to the Joint Lead Arrangers and the Joint Bookrunners and [Section 12.9] with respect to the Borrower)[Article VII] are solely for the benefit of the AgentsAdministrative Agent and the Lenders, and the Borrower shall not have rights as third a third-party beneficiary of any of such provision. Notwithstanding any provision toprovisions. It is understood and agreed that the contrary elsewhereuse of the term “agent” herein or in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against(or any other similar term) with reference to the Administrative Agent. In performing its functionsAgent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and duties hereunder, each Agent shall act solely asis intended to create or reflect only an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards oradministrative relationship of agency or trust with or for the Borrower or any of its Subsidiaries.between contracting parties.

EachThe Administrative Agent and each Lender hereby irrevocably designatesdesignate and appointsappoint the AdministrativeCollateral Agent as the agent with respect to the Collateral, and each of suchthe Administrative Agent and each Lender under this Agreement and the other Loan Documents and irrevocably authorizes the AdministrativeCollateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the AdministrativeCollateral Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this [Section 12] (other than [Section 12.1(c)] with respect to the Joint Lead Arrangers and the Joint Bookrunners and [Section 12.9] with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the AdministrativeCollateral Agent shall not have any duties or responsibilities,responsibilities except those expressly set forth herein and in the other Loan Documents, or any fiduciary relationship with any Lender,of the Administrative Agent or the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the AdministrativeCollateral Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Section # Appointment and Authority. Each Lenderof the Lenders hereby irrevocably designates and appoints to act on its behalf as the Administrative Agent as the agent of such Lenderhereunder and under this Agreement and the other Loan Documents and irrevocably authorizes the Administrative Agent, in such capacity,Agent to take such actionactions on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents,hereof or thereof, together with such otheractions and powers as are reasonably incidental thereto. The provisions of this [Section 12] (other than [Section 12.1(c)] with respect to the Joint Lead Arrangers and the Joint Bookrunners and [Section 12.9] with respect to the Borrower)Article are solely for the benefit of the AgentsAdministrative Agent and the Lenders, and neither the BorrowerCompany nor any other Loan Party shall not have rights as a third party beneficiary of any of such provision. Notwithstandingprovisions. It is understood and agreed that the use of the term “agent” herein or in any provisionother Loan Documents (or any other similar term) with reference to the contrary elsewhere in this Agreement, the Administrative Agent shallis not have any duties or responsibilities, except those expressly set forth herein and in the other Loan Documents, orintended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of custom, and is intended to create or reflect only an administrative relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.between contracting parties.

SECTION # Authorization and Authority. Each Lenderof the Lenders hereby irrevocably designates and appoints the Administrative Agent to act on its behalf as the administrative agent of such Lenderhereunder and under this Agreement and the other Loan Documents and irrevocably authorizes the Administrative Agent, in such capacity,Agent to take such actionactions on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents,hereof or thereof, together with such otheractions and powers as are reasonably incidental thereto. The provisions of this [Section 12] (other than [Section 12.1(c)] with respect to the Joint Lead Arrangers and the Joint Bookrunners and [Section 12.9] with respect to the Borrower)[Article VII] are solely for the benefit of the AgentsAdministrative Agent and the Lenders, and the Borrower shall not have rights as third a third‑party beneficiary of any of such provision. Notwithstanding any provision toprovisions. It is understood and agreed that the contrary elsewhereuse of the term “agent” herein or in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against(or any other similar term) with reference to the Administrative Agent. In performing its functionsAgent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and duties hereunder, each Agent shall act solely asis intended to create or reflect only an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards oradministrative relationship of agency or trust with or for the Borrower or any of its Subsidiaries.between contracting parties.

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