Common use of Appointment and Authorization of Administrative Agent Clause in Contracts

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders hereby irrevocably appoints Bank of America 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 under the provisions of this Agreement and each other Loan Document 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 IX are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no Agent shall 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 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.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders Lender hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documentsappoints, designates and authorizes the Administrative Agent to take such actions 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 the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no the Administrative Agent and the Agent-Related Persons shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent and the Agent-Related Persons 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 or the Agent-Related Persons. 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 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.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders Lender hereby irrevocably appoints appoints, designates and authorizes Bank of America 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 action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such actions and powers and perform such duties as are expressly delegated to the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no 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 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. The provisions of this Article X are solely for the benefit of the Administrative Agent and the Lenders and neither the Borrower nor any Loan Party shall have rights as a third party beneficiary of any such provisions.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders Lender hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents. Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such actions 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 the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no 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 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.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documentsappoints, designates and authorizes the Administrative Agent to take such actions 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 the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The Except as otherwise expressly provided herein, the provisions of this ARTICLE IX Article X are solely for the benefit of the Administrative Agent and Agent, the Lenders and the Borrower L/C Issuer, and neither the Company nor any other Loan Party shall not have rights as a direct or third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) provisions. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no 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 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.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders Lender hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documentsappoints, designates and authorizes the Administrative Agent to take such actions action on its behalf under the provisions of this Agreement and Agreement, each other Loan Document and the Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent it by the terms hereof of this Agreement, any other Loan Document or thereofthe Intercreditor Agreement, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no 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 Agreement, any other Loan Document or the Intercreditor Agreement or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " herein, in the other Loan Documents and in the Intercreditor Agreement 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders Lender hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documentsappoints, designates and authorizes the Administrative Agent to take such actions 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 the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for the benefit of , and the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of hereby accepts such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) appointment. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no Administrative Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Administrative Agent, including the Administrative Agent Syndication 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 any 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 any 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Lenders hereby authorize the Administrative Agent to deliver Instruction Notices (as defined in the Escrow Agreement) and any other applicable instructions under the Escrow Agreement.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders Lender hereby irrevocably appoints Bank of America (subject to act on its behalf as the Administrative Agent hereunder and under the other Loan DocumentsSection 9.09) appoints, designates and authorizes the Administrative Agent to take such actions 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 the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no 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 applicable Lawlaw. 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. (b) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Administrative Agent may agree at the request of the Required Lenders to act for the L/C Issuer with respect thereto; provided, however, that the L/C Issuer shall have all of the

Appointment and Authorization of Administrative Agent. (a) 4. Each of the Lenders Lender hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documentsappoints, designates and authorizes the Administrative Agent to take such actions 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 the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no the Administrative Agent and any other Agent-Related Persons shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent and any other Agent-Related Persons 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 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.

Appointment and Authorization of Administrative Agent. (a) Each Lender hereby confirms the appointment of the Lenders SunTrust Equity Funding, LLC as Administrative Agent. Each Lender hereby irrevocably appoints Bank of America (subject to act on its behalf as the Administrative Agent hereunder and under the other Loan DocumentsSection 6.9) appoints, designates and authorizes the Administrative Agent to take such actions action on its behalf under the provisions of this Agreement and each other Loan Document Operative Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent it by the terms hereof of this Agreement or thereofany other Operative Agreement, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein in this Agreement or in any other Loan DocumentOperative Agreement, no 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 Operative Agreement 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 this Agreement or any other Loan Documents Operative Agreement 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 Lawlaw. 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.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders Lender hereby appoints SunTrust Equity Funding, LLC to succeed SunTrust Bank, as Administrative Agent. Each Lender hereby irrevocably appoints Bank of America (subject to act on its behalf as the Administrative Agent hereunder and under the other Loan DocumentsSection 6.9) appoints, designates and authorizes the Administrative Agent to take such actions action on its behalf under the provisions of this Agreement and each other Loan Document Operative Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent it by the terms hereof of this Agreement or thereofany other Operative Agreement, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein in this Agreement or in any other Loan DocumentOperative Agreement, no 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 Operative Agreement 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 this Agreement or any other Loan Documents Operative Agreement 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 Lawlaw. 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.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders Lender hereby irrevocably appoints Bank of America (subject to act on its behalf as the Administrative Agent hereunder and under the other Loan DocumentsSection 9.09) appoints, designates and authorizes the Administrative Agent to take such actions 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 the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for , including, without limitation, entering into the benefit of Praesidian Subordination Agreement, the Administrative Agent Xxxxx Subordination Agreement and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Prestige Subordination Agreement. Notwithstanding any provision to the contrary contained elsewhere herein in this Agreement or in any other Loan Document, no 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 participantLender, 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 this Agreement 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 Lawlaw. 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.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders Lender hereby irrevocably appoints Bank of America (subject to act on its behalf as the Administrative Agent hereunder and under the other Loan DocumentsSection 11.10) appoints, designates and authorizes the Administrative Agent to take such actions 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 the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no 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 Agent, any syndication agent or documentation agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Lawlaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders Holder hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documentsappoints, designates and authorizes the Administrative Agent to take such actions action as contractual representative on its behalf under the provisions of this Agreement and each other Loan Note Document and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent it by the terms hereof of this Agreement or thereofany other Note Document, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Note Document, no 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 trustee or fiduciary relationship with any Lender Holder or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Note 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 Note 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 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 Holder hereby authorizes the Administrative Agent to execute and deliver this Agreement, the Security Agreement, each Incremental Equivalent Debt Intercreditor Agreement, membership interest transfer certificates and any and all other Note Documents from time to time.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders Lender hereby irrevocably appoints Bank of America to act on as its behalf as the Administrative Agent hereunder under and under the other for purposes of each Loan Documents, Document. Each Lender hereby irrevocably (subject to Section 9.9) designates and authorizes the Administrative Agent to take such actions ----------- 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 the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein in this Agreement or in any other Loan Document, no 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 this Agreement 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 Lawlaw. 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.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders Lender hereby irrevocably appoints Bank of America (subject to act on its behalf as the Administrative Agent hereunder and under the other Loan DocumentsSection 9.09) appoints, designates and authorizes the Administrative Agent to take such actions 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 the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no 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 applicable Lawlaw. 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. (b) The Collateral Agent shall act on behalf of the Lenders and the Administrative Agent with respect to the Collateral and the Collateral Documents associated therewith; provided, however, that the Collateral Agent shall have all of the benefits and immunities provided to the Administrative Agent in this Article IX with respect to any acts taken or omissions suffered by the Collateral Agent in connection with the Collateral and the Collateral Documents as fully as if the term "Administrative Agent" as used in this Article IX included the Collateral Agent with respect to such acts or omissions.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders Lender hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documentsappoints, designates, and authorizes the Administrative Agent to take such actions 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 the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The provisions Administrative Agent agrees to: (a) make available promptly after the date of this ARTICLE IX Agreement to any Lender copies of all Loan Documents in its possession which are solely for the benefit of the Administrative Agent requested by any such Lender, and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) timely distribute to each Lender all material information (including financial statements), requests, documents, and items received from Borrower under the Loan Documents. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no 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 CREDIT AGREEMENT 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documentsappoints, designates and authorizes the Administrative Agent to take such actions 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 the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The Except as otherwise expressly provided herein, the provisions of this ARTICLE IX Article are solely for the benefit of the Administrative Agent and Agent, the Lenders and the Borrower L/C Issuer, and neither the Company nor any other Loan Party shall not have rights as a direct or third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) provisions. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no 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 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.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders Lender hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documentsappoints, designates and authorizes the Administrative Agent to take such actions 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 the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no 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 applicable Lawlaw. 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. (b) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Administrative Agent may agree at the request of the Required Lenders to act for the

Appointment and Authorization of Administrative Agent. (a) Each Lender hereby appoints SunTrust Bank to succeed Bank of the Lenders America, N.A., as Administrative Agent. Each Lender hereby irrevocably appoints Bank of America (subject to act on its behalf as the Administrative Agent hereunder and under the other Loan DocumentsSection 7.9) appoints, designates and authorizes the Administrative Agent to take such actions action on its behalf under the provisions of this Agreement and each other Loan Document Operative Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent it by the terms hereof of this Agreement or thereofany other Operative Agreement, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein in this Agreement or in any other Loan DocumentOperative Agreement, no 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 Operative Agreement 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 this Agreement or any other Loan Documents Operative Agreement 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 Lawlaw. 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.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders Lender hereby irrevocably appoints Bank of America (subject to act on its behalf as the Administrative Agent hereunder and under the other Loan DocumentsSECTION 9.09) appoints, designates and authorizes the Administrative Agent to take such actions 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 the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein in this Agreement or in any other Loan Document, no 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 participantLender, 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 this Agreement 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 Lawlaw. 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. (b) Letter of Credit Issuer shall act on behalf of Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time and except for so long as Administrative Agent may agree at the request of the Requisite Lenders to act for such Letter of Credit Issuer with respect thereto; PROVIDED that Letter of Credit Issuer shall have all of the

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders Lender hereby irrevocably appoints Bank of America (subject to act on its behalf as the Administrative Agent hereunder and under the other Loan DocumentsSection 11.10) appoints, designates and authorizes the Administrative Agent to take such actions 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 the Administrative Agent it by the terms hereof of this Agreement or thereofany other Loan Document, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE IX are solely for Each Lender hereby consents to the benefit of terms of, and authorizes the Administrative Agent to enter into the form of intercreditor agreement that is substantially in the form attached hereto as Exhibit L, and each Lender agrees that the Lenders and the Borrower shall not have rights as a third party beneficiary of any terms of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation intercreditor agreement shall be binding on such Lender and notice rights. (b) its successors and assigns, as if it were a party thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no 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 Agent, any syndication agent or documentation agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Lawlaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization of Administrative Agent. (a) Each of the Lenders hereby irrevocably appoints Bank of America 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 under the provisions of this Agreement and each other Loan Document 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 Article IX are solely for the benefit of the Administrative Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any of such provisions other than the provisions of Section 9.06 relating to the Borrower’s consultation and notice rights. (b) Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no Agent shall 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 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.