Appointment and Authority. Each of [[Organization B:Organization]] irrevocably appoints [[Administrative Agent:Organization]] to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article (other than Sections 9.06 and 9.09(b)) are solely for the benefit of the Administrative Agent and [[Organization B:Organization]], and no Loan Party shall have rights as a third party beneficiary of any of such provisions. Each of the Secured Parties hereby acknowledges and confirms their agreement that the Administrative Agent is subject to certain Security Documents as agent for and on behalf of [[Organization B:Organization]] on the terms and conditions set forth in the applicable Security Documents.

Each of [[Organization B:Organization]] and the Issuing Banks hereby irrevocably appoints [[Administrative Agent:Organization]] as its agent and authorizes [[Administrative Agent:Organization]] to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

Appointment and Authority. Each of the [[Organization A:Organization]] (on behalf of itself and each of its Affiliates) hereby irrevocably appoints CoBank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article X are solely for the benefit of the Administrative Agent and the [[Organization A:Organization]], and the Borrower shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to 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 such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Each of the [[Organization A:Organization]] and the Issuing Banks hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors to serve as administrative agent under the Loan Documents, and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this [Article VIII] are solely for the benefit of the Administrative Agent, the [[Organization A:Organization]] and the Issuing Banks, and except as set forth in the sixth, seventh, eighth and eleventh paragraphs of this Article, neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to 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 such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Section # Appointment and Authority. Each of the Lenders hereby irrevocably appoints [[Administrative Agent:Organization]] to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and neither the Company nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to 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 such term is used as a matter of custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Each Lender and each Issuing Bank hereby irrevocably appoints the entity named as [[Administrative Agent:Organization]] in the heading of this Agreement and its successors and assigns to serve as [[Administrative Agent:Organization]] and collateral agent under the Loan Documents and each Lender and each Issuing Bank authorizes [[Administrative Agent:Organization]] to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to [[Administrative Agent:Organization]] under such agreements and to exercise such powers as are reasonably incidental thereto. Further, each of [[Organization A:Organization]] and the Issuing Banks, on behalf of itself and any of its Affiliates that are Secured Parties, hereby irrevocably empower and authorize [[Administrative Agent:Organization]] (in its capacity as [[Administrative Agent:Organization]]) to execute and deliver the Security Documents and all related documents or instruments as shall be necessary or appropriate to effect the purposes of the Security Documents. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender and each Issuing Bank hereby grants to [[Administrative Agent:Organization]] any required powers of attorney to execute and enforce any Security Document governed by the laws of such jurisdiction on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes [[Administrative Agent:Organization]] to execute and deliver, and to perform its obligations under, each of the Loan Documents to which [[Administrative Agent:Organization]] is a party, to exercise all rights, powers and remedies that [[Administrative Agent:Organization]] may have under such Loan Documents.

SECTION # Appointment and Authority. (a) Each of the ​ hereby irrevocably appoints [[Administrative Agent:Organization]] to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers, rights and remedies as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the ​ and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries.

Section # Appointment of the Administrative Agent. Each [[Organization C:Organization]] and each Issuing Bank hereby irrevocably designates and appoints [[Organization B:Organization]] as the Administrative Agent hereunder and under the other Loan Documents, and each [[Organization C:Organization]] and each Issuing Bank hereby authorizes [[Organization B:Organization]] to act as the Administrative Agent in accordance with the terms hereof and the other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. The provisions of this Article 8 are solely for the benefit of the Agents and Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (except as expressly set forth in [Section 8.07]). 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, and the use of the term “agent” (or any similar term) herein or in any other Loan Documents is not intended to connote, any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. As of the Effective Date, no Arranger in such capacity shall have any obligations but shall be entitled to all benefits of this Article 8. Each Arranger may resign from such role at any time, with immediate effect, by giving prior written notice thereof to the Administrative Agent and the Borrower.

Each of the ​ and the Issuing Banks hereby irrevocably appoints [[Administrative Agent:Organization]] (or any successor appointed pursuant hereto) to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the ​ and the Issuing Banks (except as expressly set forth in this Article 8 with respect to consultation rights in connection with the appointment of a successor Administrative Agent), and neither the Borrower nor any other Loan Party shall have rights as a third-party beneficiary of any of such provisions.

Appointment; Nature of Relationship. [[Administrative Agent:Organization]] is hereby appointed by each of [[Organization B:Organization]] as its contractual representative (herein referred to as the “Administrative Agent”) hereunder and under each other Loan Document, and each of [[Organization B:Organization]] irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of [[Organization B:Organization]] with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as [[Organization B:Organization]]’ contractual representative, the Administrative Agent # does not hereby assume any fiduciary duties to any of [[Organization B:Organization]], # is a “representative” of [[Organization B:Organization]] within the meaning of the term “secured party” as defined in the Illinois Uniform Commercial Code 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. Each of [[Organization B:Organization]] hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.