Each ​ hereby irrevocably appoints, designates and authorizes the ​ to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the ​ shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the ​ have or be deemed to have any fiduciary relationship with any ​ 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 ​. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the ​ is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Each ​Lender hereby irrevocably appoints, designates and authorizes the ​Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the ​Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the ​Administrative Agent have or be deemed to have any fiduciary relationship with any ​Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the ​.Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the ​Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicableapplicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Each _Lender:of the ​ and the L/C Issuer hereby irrevocably appoints, designatesappoints ​ to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the ​Administrative Agent to take such actionactions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to itthe Administrative Agent by the terms of this Agreementhereof or any other Loan Document,thereof, together with such actions and powers as are reasonably incidental thereto. Notwithstanding any provision toThe provisions of this Article are solely for the contrary contained elsewhere herein or in any other Loan Document,benefit of the _Administrative Agent:Administrative Agent, the ​ and the L/C Issuer, and the Borrower shall not have rights as a third party beneficiary of any duties or responsibilities, except those expressly set forth herein, nor shall the ​ have or be deemed to have any fiduciary relationship with any ​ or participant,of such provisions. It is understood 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 ​. Without limiting the generality of the foregoing sentence,agreed that the use of the term “agent” herein andor in theany other Loan Documents (or any other similar term) with reference to the ​Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicableapplicable Law. Instead,Instead such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Section # Appointment and Authority. Each ​of the Lenders hereby irrevocably appoints, designatesappoints ​ to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the ​Administrative Agent to take such actionactions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to itthe Administrative Agent by the terms of this Agreementhereof or any other Loan Document,thereof, together with such actions and powers as are reasonably incidental thereto. Notwithstanding any provision toThe provisions of this Article are solely for the contrary contained elsewhere herein or inbenefit of the Administrative Agent and the Lenders, and neither the Company nor any other Loan Document, the ​Party shall not have rights as a third party beneficiary of any duties or responsibilities, except those expressly set forth herein, nor shall the ​ have or be deemed to have any fiduciary relationship with any ​ or participant,of such provisions. It is understood 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 ​. Without limiting the generality of the foregoing sentence,agreed that the use of the term “agent” herein andor in theany other Loan Documents (or any other similar term) with reference to the ​Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicableapplicable Law. Instead,Instead such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

. Each _Lender:of the ​ and each of the L/C Issuers hereby irrevocably appoints, designatesappoints ​ to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the ​Administrative Agent to take such actionactions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to itthe Administrative Agent by the terms of this Agreementhereof or any other Loan Document,thereof, together with such actions and powers as are reasonably incidental thereto. Notwithstanding any provision toExcept as expressly set forth in [[Sections 9.06(a) and (b)])]])], the contrary contained elsewhere herein or inprovisions of this Article are solely for the benefit of the Administrative Agent, the ​ and the L/C Issuers, and neither the Borrower nor any other Loan Document, the ​Party shall nothave rights as a third party beneficiary of, or have any duties or responsibilities, except those expressly set forth herein, nor shall the ​ have or be deemed to haveobligations under, any fiduciary relationship with any ​ or participant,of such provisions. It is understood 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 ​. Without limiting the generality of the foregoing sentence,agreed that the use of the term “agent” herein andor in theany other Loan Documents (or any other similar term) with reference to the ​Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead,Instead such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

. Each _Lender:of the ​ and L/C Issuers hereby irrevocably appoints, designatesappoints ​ to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the ​Administrative Agent to take such actionactions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to itthe Administrative Agent by the terms of this Agreementhereof or any other Loan Document,thereof, together with such actions and powers as are reasonably incidental thereto. NotwithstandingExcept with respect to [Sections 9.06], the provisions of this Article are solely for the benefit of the Administrative Agent, the ​ and the L/C Issuers, and neither any provision to the contrary contained elsewhere herein or inBorrower nor any other Loan Document, the ​Party shall not have rights as a third party beneficiary of any duties or responsibilities, except those expressly set forth herein, nor shall the ​ have or be deemed to have any fiduciary relationship with any ​ or participant,of such provisions. It is understood 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 ​. Without limiting the generality of the foregoing sentence,agreed that the use of the term “agent” herein andor in theany other Loan Documents (or any other similar term) with reference to the ​Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicableapplicable Law. Instead,Instead such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Section # Authorization and Authority. Each ​of the Lenders hereby irrevocably appoints, designatesappoints the Administrative Agent to act on its behalf as the administrative agent hereunder and under the other Loan Documents and authorizes the ​Administrative Agent to take such actionactions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to itthe Administrative Agent by the terms of this Agreementhereof or any other Loan Document,thereof, together with such actions and powers as are reasonably incidental thereto. Notwithstanding any provision toThe provisions of this [Article VII] are solely for the contrary contained elsewhere herein or in any other Loan Document,benefit of the _Administrative Agent:Administrative Agent and the Lenders, and the ​ shall not have rights as a third-party beneficiary of any duties or responsibilities, except those expressly set forth herein, nor shall the ​ have or be deemed to have any fiduciary relationship with any ​ or participant,of such provisions. It is understood 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 ​. Without limiting the generality of the foregoing sentence,agreed that the use of the term “agent” herein andor in theany other Loan DocumentsDocument (or any other similar term) with reference to the ​Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead,applicable law. Instead such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Section # Appointment and Authorization of Agents. (a) Each ​Lender hereby irrevocably appoints,appoints ​ to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents, designates and authorizes each of the ​Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the ​ hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by any Agent shall bind the ​. Notwithstanding any provision to the contrary contained elsewhere herein or in 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, nor shall the ​Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any ​Lender or participant,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. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the ​any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicableapplicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

SECTION # Authorization and Authority. Each ​of the Lenders hereby irrevocably appoints, designatesappoints the Administrative Agent to act on its behalf as the administrative agent hereunder and under the other Loan Documents and authorizes the ​Administrative Agent to take such actionactions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to itthe Administrative Agent by the terms of this Agreementhereof or any other Loan Document,thereof, together with such actions and powers as are reasonably incidental thereto. Notwithstanding any provision toThe provisions of this [Article VII] are solely for the contrary contained elsewhere herein or in any other Loan Document,benefit of the _Administrative Agent:Administrative Agent and the Lenders, and the ​ shall not have rights as a third‑party beneficiary of any duties or responsibilities, except those expressly set forth herein, nor shall the ​ have or be deemed to have any fiduciary relationship with any ​ or participant,of such provisions. It is understood 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 ​. Without limiting the generality of the foregoing sentence,agreed that the use of the term “agent” herein andor in theany other Loan DocumentsDocument (or any other similar term) with reference to the ​Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead,applicable law. Instead such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

9.1Appointment. Each ​Lender hereby irrevocably appoints, designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, 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 eachthe other Loan DocumentDocuments and to exercise such powers and perform such duties as are expressly delegated to itthe Administrative Agent by the terms of this Agreement or anyand the other Loan Document,Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document,this Agreement, the ​Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the ​ have or be deemed to have any fiduciary relationship with any ​ or participant,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 ​. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the ​ is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.Administrative Agent.