Common use of Appointment of Agent Clause in Contracts

Appointment of Agent. (a) Each Lender hereby designates BTCC as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the provisions of this Article 10 are for the benefit of the Agent and the Lenders only and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Agent shall act only for the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (ai) Each Lender hereby designates BTCC LaSalle as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the authorizes Agent to take such action on its behalf under the provisions of this Credit Agreement Agreement, the Other Agreements and the other Credit Documents notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Except as otherwise provided herein, Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent)fees, charges and Expenses expenses received pursuant to this Credit Agreement or any other Credit Document of the Other Agreements for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (bii) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 Section 19 (other than Section 19(i)) are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or neither Borrower nor any other Persons Obligor shall have any rights as a third party beneficiary of any of the provisions hereofof this Section 19 (other than Section 19(i)). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for the solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit PartyObligor.

Appointment of Agent. (a) Each Lender hereby designates BTCC Bzinfin S.A. as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the authorizes Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Loan Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Except as otherwise provided herein, Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent)fees, charges and Expenses expenses received pursuant to this Credit Agreement or any of the other Credit Document Loan Documents for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than third parties and Borrower agrees to pay the Borrowers' rights under Section 10.9reasonable fees, costs and expenses of such agents or third parties in connection with the performance of Agent’s duties hereunder. The provisions of this Article Section 10 are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or neither Borrower nor any other Persons Guarantor shall have any rights as a third party beneficiary beneficiaries of any of the provisions hereofof this Section 10. In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for the solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit PartyBorrower.

Appointment of Agent. (a) Each Lender hereby designates BTCC as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, Fees (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than rights of the Borrowers' rights Credit Parties under Section SECTION 10.9, the provisions of this Article ARTICLE 10 are for the benefit of the Agent and the Lenders only and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Agent shall act only for the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (a) Each Lender hereby designates BTCC -------------------- SunTrust Bank, Central Florida, National Association as Agent ("Agent") to administer all matters concerning the Loans and to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note by the acceptance of such Revolving Note, a Note shall be deemed irrevocably to authorize authorize, the Agent to take such action actions on its behalf under the provisions of this Credit Agreement and Agreement, the other Credit Documents Documents, and any all other instruments and agreements referred to herein and therein or therein, and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its their agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the . The provisions of this Article 10 Section 10.1 are solely for the benefit of the Agent Agent, and Borrower and the Lenders only and none of the Credit Parties or any other Persons Consolidated Companies shall not have any rights as a third party beneficiary beneficiaries of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward obligations towards or relationship of agency or trust with or for any Credit Partythe Borrower and the other Consolidated Companies.

Appointment of Agent. (aA) Each Lender and the Issuing Bank hereby designates BTCC ANB as Agent to act as herein specified. Each Lender and the Issuing Bank hereby irrevocably authorizes, and each holder of any Revolving Note, Note or participation in any Letter of Credit by the acceptance of such Revolving Note, a Note or participation shall be deemed irrevocably to authorize the authorize, Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents Notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document Financing Agreements for the ratable benefit of Lenders and the LendersIssuing Bank to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (bB) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article Section 10 are solely for the benefit of the Agent Agent, Lenders and the Lenders only Issuing Bank, and none of the Credit Parties or any other Persons no Borrower shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Subsection 10.9) nor shall any Borrower have any obligations under this Section 10. In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of Lenders the Lenders Issuing Bank and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit PartyBorrower.

Appointment of Agent. (a) Each Lender hereby designates BTCC SunTrust, as Agent Agent, to administer all matters concerning the Loans and to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note by the acceptance of such Revolving Note, a Note shall be deemed irrevocably to authorize authorize, the Agent to take such action actions on its behalf under the provisions of this Credit Agreement and Agreement, the other Credit Documents Documents, and any all other instruments and agreements referred to herein and therein or therein, and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the . The provisions of this Article 10 Section 10.1 are solely for the benefit of the Agent Agent, and Borrower and the Lenders only and none of the Credit Parties or any other Persons Consolidated Companies shall not have any rights as a third party beneficiary beneficiaries of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward obligations towards or relationship of agency or trust with or for any Credit Partythe Borrower and the other Consolidated Companies.

Appointment of Agent. (a) Each Lender hereby designates BTCC Xxxxx Fargo Preferred Capital, Inc. as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note by the acceptance of such Revolving Notea Note or participation, shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of this Credit Agreement and the Notes and any other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, fees (other than Fees that are exclusively any fees payable solely for the account of the Agent), charges and Expenses expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the LendersLenders except as otherwise provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 11 are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons Borrowers shall not have any rights as a third party beneficiary of any of the provisions hereofhereof (except for the applicable provision of Section 11.9(a)). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for the solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit PartyBorrowers.

Appointment of Agent. (a) Each Lender hereby designates BTCC LaSalle Bank as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, Fees (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) . Other than rights of the Borrowers' rights Credit Parties under Section 10.9, the provisions of this Article 10 X are for the benefit of the Agent and the Lenders only and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Agent shall act only for the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (a) Each Lender hereby designates BTCC appoints the Collateral Agent as Agent to act as herein specified. Each Lender hereby irrevocably authorizesthe collateral agent, under this Agreement and the other Transaction Documents, and each holder of any Revolving Note, by hereby authorizes the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the Collateral Agent to take such action actions on each of its behalf and to exercise such rights, powers, authorities and privileges under the provisions of this Credit Agreement and the other Credit Transaction Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically expressly delegated to or required of the Collateral Agent by the terms hereof and thereof thereof. Each Lender (i) accepts the authorizations, appointments and such acknowledgements and other powers as are reasonably incidental thereto. The Agent shall hold all actions taken by the Collateral and all payments of principalAgent, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit on behalf of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. , in accordance with this Agreement and the other Transaction Documents, and (b) Other than authorizes and directs the Borrowers' rights under Collateral Agent to execute, deliver and perform each of the Transaction Documents to which the Collateral Agent is or is intended to be a party (including any amendments, supplements, accession agreements, acknowledgements or similar documents thereto or thereunder, provided that the consent of the Required Lenders, or all of the Lenders, as applicable, is obtained to the extent required by Section 10.9, the 25(c) of this Agreement). The provisions of this Article 10 clause (b) are solely for the benefit of the Collateral Agent and the Lenders only Lenders, and none of the Credit Parties or Company nor any other Persons Subsidiary shall have any rights as a third 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 Transaction Documents (or any other similar term) with reference to the Collateral 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. The rights, powers and obligations of the Collateral Agent are governed by the provisions hereof. In performing its functions and duties under set forth in this Credit Agreement and the other Credit Documents, the Agent shall act only for the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit PartySection 7.

Appointment of Agent. (a) Each MUFG Bank, Ltd. is xxxxxx appointed Administrative Agent hereunder and under the other Financing Documents and each Lender and Issuing Bank hereby designates BTCC as Agent authorizes MUFG Bank, Ltd. to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the Administrative Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by in accordance with the terms hereof and thereof and such the other powers as are reasonably incidental theretoFinancing Documents. The Administrative Agent shall hold all Collateral hereby agrees to act in its capacity as such upon the express conditions contained herein and all payments of principalthe other Financing Documents, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lendersas applicable. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the provisions of this Article 10 Section 9 (Agents) are solely for the benefit of the Agent Agents and the Lenders only and none of the Credit Parties or any other Persons no Loan Party shall have any rights as a third party beneficiary of any of the provisions hereofthereof. In performing its functions and duties under this Credit Agreement and the other Credit Documentshereunder, the each Agent shall act only for the Lenders solely as an agent of Xxxxxxx and does not assume and shall not be deemed to have assumed any obligation toward towards or relationship of agency or trust with or for Borrower or any Credit Partyof its Subsidiaries. Notwithstanding anything to the contrary herein, none of the Arrangers, in their capacity as such, shall have any duties, responsibilities or obligations under this Agreement or any other Financing Document nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Arrangers, in such capacity, but each Arranger, in such capacity, shall be entitled to all benefits of this Section 9 (Agents). Each of the Arrangers, and any Agent described in clause (d) of the definition thereof appointed to serve in a similar capacity may resign from such role at any time, with immediate effect, by giving prior written notice thereof to the Administrative Agent and the Borrower.

Appointment of Agent. (a) Each Lender hereby designates BTCC BTCo as Agent its contractual representative to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, a Note or a participation interest in a Letter of Credit by the acceptance of such Revolving Note, Note or participation interest shall be deemed irrevocably to authorize authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein and or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the LendersLenders and the Issuing Lenders to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 are solely for the benefit of the Agent Agent, the Lenders and the Lenders only Issuing Lenders, and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Section 10.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and the Issuing Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (a) Each Lender hereby designates BTCC as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note or participation in any Letter of Credit by the acceptance of such a Revolving Note, Note or participation shall be deemed irrevocably to authorize authorize, the Agent to take such action on its such Lender's behalf under the provisions of this Credit Agreement and the other Credit Documents Revolving Notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the LendersLenders to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Section 10.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (a) Each Lender hereby designates BTCC as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' Borrower's rights under Section 10.9, the provisions of this Article 10 are for the benefit of the Agent and the Lenders only and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Agent shall act only for the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (aA) Each Lender hereby designates BTCC as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (bB) Other than the Borrowers' rights under Section SECTION 10.9, the provisions of this Article ARTICLE 10 are for the benefit of the Agent and the Lenders only and none of the Credit Parties Borrowers or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Agent shall act only for the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit PartyLender or Borrower.

Appointment of Agent. (a) Each Lender hereby designates BTCC DBTCo. as Agent its contractual representative to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, a Note or an L/C Participation by the acceptance of such Revolving Note, Note or participation shall be deemed irrevocably to authorize authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein and or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the LendersLenders and the Issuing Banks to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 are solely for the benefit of the Agent Agent, the Lenders and the Lenders only Issuing Banks, and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Section 10.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and the Issuing Banks and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (a) Each Lender hereby designates BTCC First Union as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note or participation in any Letter of Credit by the acceptance of such Revolving Note, a Note or participation shall be deemed irrevocably to authorize authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents Notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 ARTICLE XIII are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons Borrowers shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than SECTION 13.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit PartyBorrower.

Appointment of Agent. (a) Each Lender hereby designates BTCC SunTrust Central Florida, National Association as Agent the "Agent" to administer all matters concerning the Loans and to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note by the acceptance of such Revolving Note, a Note shall be deemed irrevocably to authorize authorize, the Agent to take such action actions on its behalf under the provisions of this Credit Agreement and Agreement, the other Credit Documents Documents, and any all other instruments and agreements referred to herein and therein or therein, and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the . The provisions of this Article 10 Section 10.01 are solely for the benefit of the Agent Agent, and Borrower and the Lenders only and none of the Credit Parties or any other Persons Consolidated Companies shall not have any rights as a third party beneficiary beneficiaries of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward obligations towards or relationship of agency or trust with or for any Credit Partythe Borrower and the other Consolidated Companies.

Appointment of Agent. (a) Each Lender hereby designates BTCC SunTrust Bank, Central Florida, National Association as Agent ("Agent") to administer all matters concerning the Loans and to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note by the acceptance of such Revolving Note, a Note shall be deemed irrevocably to authorize authorize, the Agent to take such action actions on its behalf under the provisions of this Credit Agreement and Agreement, the other Credit Documents Documents, and any all other instruments and agreements referred to herein and therein or therein, and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its their agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the . The provisions of this Article 10 Section 10.1 are solely for the benefit of the Agent Agent, and Borrower and the Lenders only and none of the Credit Parties or any other Persons Consolidated Companies shall not have any rights as a third party beneficiary beneficiaries of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward obligations towards or relationship of agency or trust with or for any Credit Partythe Borrower and the other Consolidated Companies.

Appointment of Agent. (a) Each Lender hereby designates BTCC DBTCo as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, Fees (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than rights of the Borrowers' rights Credit Parties under Section SECTION 10.9, the provisions of this Article ARTICLE 10 are for the benefit of the Agent and the Lenders only and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Agent shall act only for the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (a) Each Lender hereby designates BTCC Agent, as Agent agent on behalf of each Lender, to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the authorizes Agent to take such action on its each such Lender’s behalf under the provisions of this Credit Agreement and the other Credit Documents notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Except as otherwise provided herein, Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent)fees, charges and Expenses expenses received pursuant to this Credit Agreement or any of the other Credit Document Loan Documents for the ratable benefit of the all Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 Section 11 are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons Borrower shall have any rights no right as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for the solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation or duty toward or relationship of agency or trust with or for any Credit PartyBorrower.

Appointment of Agent. (a) Each Lender hereby designates BTCC SunTrust Bank, Atlanta and SunTrust Bank, Central Florida Agents, and SunTrust Bank, Atlanta as Administrative Agent ("Administrative Agent") to administer all matters concerning the Loans and to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note by the acceptance of such Revolving Note, a Note shall be deemed irrevocably to authorize authorize, the Agent and Administrative Agent to take such action actions on its behalf under the provisions of this Credit Agreement and Agreement, the other Credit Documents Documents, and any all other instruments and agreements referred to herein and therein or therein, and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent and Administrative Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Each Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Administrative Agent may perform any of its duties hereunder by or through its their agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the . The provisions of this Article 10 Section 10.01 are solely for the benefit of the Agent Agents and the Lenders only Administrative Agent, and none of Borrower and the Credit Parties or any other Persons Consolidated Companies shall not have any rights as a third party beneficiary beneficiaries of any of the provisions hereof. In performing its functions and duties under this Credit Agreement Agreement, each Agent and the other Credit DocumentsAdministrative Agent, as the Agent case may be, shall act only for solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward obligations towards or relationship of agency or trust with or for any Credit Partythe Borrower and the other Consolidated Companies.

Appointment of Agent. (ai) Each Lender hereby designates BTCC Fifth Third Bank as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the authorizes Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Except as otherwise provided herein or pursuant to the express provisions of any of the Other Agreements, Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent)fees, charges and Expenses expenses received pursuant to this Credit Agreement or any other Credit Document of the Other Agreements for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (bii) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 Section 20 are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for the solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (a) Each Lender Bank hereby designates BTCC BLUSA as Agent to act as herein specified. Each Lender Bank hereby irrevocably authorizes, and each holder of any Revolving NoteNote or participation in any Letter of Credit or Acceptance, by the acceptance of such Revolving Notea Note or participation in a Letter of Credit, shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of this Credit Agreement Agreement, the Notes and the other Credit Loan Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent)fees, charges and Expenses expenses received pursuant to this Credit Agreement or any other Credit Loan Document for the ratable benefit of the LendersBanks based upon their Pro Rata Shares (except to the extent any of such amounts are for the account of the Agent or the Issuer). The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the . The provisions of this Article 10 11 are solely for the benefit of the Agent and the Lenders only Banks, and none of neither the Credit Parties or Borrower nor any other Persons Guarantor shall have any rights as a third party beneficiary of any of the provisions hereof. Neither the Agent nor any of is directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them hereunder or under any of the other Loan Documents or in connection herewith or therewith at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder or thereunder, the consent of all of the Banks). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders Banks and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Borrower or any Credit PartyGuarantor.

Appointment of Agent. (a) Each Lender hereby designates BTCC Xxxxx Fargo Preferred Capital, Inc. as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note by the acceptance of such Revolving Notea Note or participation, shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of this Credit Agreement and the Notes and any other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, fees (other than Fees that are exclusively the administrative fee payable solely for the account of the AgentAgent pursuant to Section 2.9 hereof), charges and Expenses expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the LendersLenders except as otherwise provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 11 are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties Borrowers shall not have any duties under this Section 11 or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (except for the applicable provision of Section 11.9(a)). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for the solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit PartyBorrowers.

Appointment of Agent. (a) Each Pursuant to the Loan Agreement, each Lender hereby designates BTCC as has irrevocably appointed and authorized Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the Agent to take such action on its behalf agent under the provisions of this Credit Loan Agreement and the other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employeesOperative Documents. (b) Other than Agent shall not have any duty or obligation to manage, control, use, operate, store, lease, sell, dispose of or otherwise deal with the Borrowers' rights under Section 10.9Site, any other Collateral or the provisions Lease, or to otherwise take or refrain from taking any action under, or in connection with, this Agreement or any related document to which Agent is a party, except as expressly provided by the terms hereof, and no implied duties of any kind shall be read into any Operative Document against Agent. The permissive right of Agent to take actions enumerated in this Article 10 are for the benefit of the Agent and the Lenders only and none of the Credit Parties Agreement or any other Persons Operative Document shall have any rights never be construed as a third party beneficiary duty, unless Agent is instructed or directed to exercise, perform or enforce one or more rights of Lenders by the Required Lenders, unless all Lenders are required with respect to any particular matters, as set forth in any of the Operating Documents (provided that Agent has -------- received indemnification reasonably satisfactory to it). No provision of the Operative Documents shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its obligations under the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Operative Documents, or in the exercise of any of its rights or powers thereunder. It is understood and agreed that the duties of Agent shall act only for are ministerial in nature. (c) Except as specifically provided in the Lenders Operative Documents, Agent is acting hereunder solely as agent and, except as specifically provided herein, is not responsible to any person in its individual capacity. (d) Agent may accept deposits from, lend money to and does otherwise deal with any Lessee Party or any of their respective Affiliates with the same rights as it would have if it were not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Partythe named Agent hereunder.

Appointment of Agent. (a) Each Lender hereby designates BTCC Wachovia as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of Loans and any Revolving Note, Note or participation in any Letter of Credit by the acceptance of such Revolving Note, an assignment of Loans and any Note or participation shall be deemed irrevocably to authorize authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents any Notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 ARTICLE XIII are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons Borrower shall have any no rights as a third party beneficiary of any of the provisions hereofhereof (other than SECTION 13.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Partythe Borrower.

Appointment of Agent. (a) Each Lender hereby designates BTCC appoints, and each Interest Rate Exchanger, by its acceptance of the benefits of this Agreement and the other Loan Documents, shall be deemed to have appointed, Bankers as Agent hereunder and under the other Loan Documents and each Lender hereby authorizes, and each Interest Rate Exchanger, by its acceptance of the benefits of this Agreement and the other Loan Documents, shall be deemed to have authorized, Agent to act as herein specifiedits agent in accordance with the terms of this Agreement and the other Loan Documents, and each Interest Rate Exchanger is considered to be a "Lender" for purposes of this Section 9. Each Lender hereby irrevocably authorizes, appoints Bankers and each holder of any Revolving Note, by Chase as Arrangers hereunder. Agent agrees to act upon the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of express conditions contained in this Credit Agreement and the other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder Loan Documents, as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental theretoapplicable. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the provisions of this Article 10 Section 9 are solely for the benefit of the Agent Agent, Arrangers, Co-Agents and the Lenders only and none of the Credit Parties or any other Persons no Loan Party shall have any rights as a third party beneficiary of any of the provisions hereofthereof. In performing its functions and duties under this Credit Agreement Agreement, and the other Credit Documentsthan as expressly provided for in subsection 2.1D(v), the Agent shall act only for the solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward towards or relationship of agency or trust with or for any Credit Loan Party. Each Lender named as an Arranger hereunder shall have no 167 175 duties or responsibilities under this Agreement or any other Loan Document to any Person, other than as a Lender hereunder and thereunder.

Appointment of Agent. (a) Each Lender hereby designates BTCC DCP Teletouch Lender, LLC as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the authorizes Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Loan Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Except as otherwise provided herein, Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent)fees, charges and Expenses expenses received pursuant to this Credit Agreement or any of the other Credit Document Loan Documents for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than third parties and Borrowers agree to pay the Borrowers' rights under Section 10.9reasonable fees, costs and expenses of such agents or third parties in connection with the performance of Agent’s duties hereunder. The provisions of this Article 10 Section 16 are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons Borrowers shall not have any rights as a third party beneficiary beneficiaries of any of the provisions hereofof this Section 16. In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for the solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit PartyBorrower.

Appointment of Agent. (a) Each Lender hereby designates BTCC BKB as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note or participation in any Letter of Credit by the acceptance of such a Revolving Note, Note or participation shall be deemed irrevocably to authorize authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents Revolving Notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the LendersLenders to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Section 10.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (aA) Each Lender hereby designates BTCC DBTCo. as Agent its contractual representative to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, a Note or an L/C Participation by the acceptance of such Revolving Note, Note or participation shall be deemed irrevocably to authorize authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein and or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the LendersLenders and the Issuing Banks to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (bB) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article ARTICLE 10 are solely for the benefit of the Agent Agent, the Lenders and the Lenders only Issuing Banks, and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than SECTION 10.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and the Issuing Banks and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (aA) Each Lender hereby designates BTCC ANB as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note or participation in any Letter of Credit by the acceptance of such Revolving Note, a Note or participation shall be deemed irrevocably to authorize the authorize, Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents Notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document Financing Agreements for the ratable benefit of Lenders and the LendersIssuing Bank to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (bB) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article Section 10 are solely for the benefit of the Agent Agent, Lenders and the Lenders only Issuing Bank, and none of the Credit Parties or any other Persons no Borrower shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Subsection 10.9) nor shall any Borrower have any obligations under this Section 10. In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for the solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit PartyBorrower.

Appointment of Agent. (a) Each US Lender hereby designates BTCC US Agent, and each Canadian Lender hereby designates Canadian Agent as Agent its contractual representative to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, a Note or an L/C Participation by the acceptance of such Revolving Note, Note or participation shall be deemed irrevocably to authorize authorize, the appropriate Agent to take such action on its behalf under the provisions of this Credit Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein and or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Each Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders and the Issuing Banks to be distributed as provided herein (except that the Canadian Agent holds such items only for the benefit of the Canadian Lenders). The Each Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article ARTICLE 10 are solely for the benefit of the Agent Agents, the Lenders and the Lenders only Issuing Banks, and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than SECTION 10.9). In performing its their respective functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent Agents shall act only for solely as agent of the Lenders and does the Issuing Banks and do not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (a) Each Lender hereby designates BTCC Fifth Third as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the authorizes Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents Notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Except as otherwise provided herein, Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent)fees, charges and Expenses expenses received pursuant to this Credit Agreement or any other Credit Document of the Financing Agreements for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 9 are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons Borrower Representative and its Subsidiaries shall not have any rights as a third party beneficiary beneficiaries of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for the solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Borrower Representative or any Credit Partyof Borrower Representative’s Subsidiaries.

Appointment of Agent. (ai) Each Lender hereby designates BTCC LaSalle as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the authorizes Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Except as otherwise provided herein, Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent)fees, charges and Expenses expenses received pursuant to this Credit Agreement or any other Credit Document of the Other Agreements for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (bii) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 SECTION 19 are solely for the benefit of the Agent and the Lenders only (and none of the Credit Parties or their respective successors and assigns), and neither Parent, Borrowers, nor any other Persons Obligor shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for the solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit PartyObligor.

Appointment of Agent. (a) Each Lender hereby designates BTCC STB as Agent to administer all matters concerning the Loans and to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note by the acceptance of such Revolving Note, a Note shall be deemed irrevocably to authorize authorize, the Agent to take such action actions on its behalf under the provisions of this Credit Agreement and Agreement, the other Credit Loan Documents and any all other instruments and agreements referred to herein and therein or therein, and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the provisions of this Article 10 are for the benefit of . The Lenders agree that neither the Agent and nor any of its directors, officers, employees or agents shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct. The Lenders agree that the Lenders only and none of the Credit Parties Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any other Persons shall have any rights as a third party beneficiary of fiduciary relationship with any of the provisions hereof. In performing its functions Lenders, and duties under no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement and or otherwise be imposed upon or exist against the other Credit Documents, the Agent shall act only for the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit PartyAgent.

Appointment of Agent. (aA) Each Lender hereby designates BTCC FSFP as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, Fees (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (bB) Other than rights of the Borrowers' rights Credit Parties under Section SECTION 10.9, the provisions of this Article ARTICLE 10 are for the benefit of the Agent and the Lenders only and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Agent shall act only for the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (a) 10.1.1 Each Lender hereby designates BTCC Comerica as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note by the acceptance of such Revolving Note, a Note shall be deemed irrevocably to authorize the authorize, Agent to take such action on its behalf under the provisions of this Credit Agreement and the Notes and the other Credit Loan Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses fees received pursuant to this Credit Agreement or any other Credit Loan Document for the ratable benefit of the LendersLenders to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the 10.1.2 The provisions of this Article 10 are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or neither Borrower nor any other Persons Person shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Section 10.9). In performing its functions and duties under this Credit Agreement and the other Credit Loan Documents, the Agent shall act only for the solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Borrower or any Credit Partyother Person.

Appointment of Agent. (a) Each Lender hereby designates BTCC DBTCo. as Agent its contractual representative to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, a Note or an L/C Participation by the acceptance of such Revolving Note, Note or participation shall be deemed irrevocably to authorize authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein and or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the LendersLenders and the Issuing Banks to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article ARTICLE 10 are solely for the benefit of the Agent Agent, the Lenders and the Lenders only Issuing Banks, and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than SECTION 10.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and the Issuing Banks and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (a) Each Société Générale is hereby appointed Administrative Agent hereunder and under the other Financing Documents and each Lender and Issuing Bank hereby designates BTCC as Agent authorizes Société Générale to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the Administrative Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by in accordance with the terms hereof and thereof the other Financing Documents, and Société Générale hereby accepts such appointment. Administrative Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other powers Financing Documents, as are reasonably incidental theretoapplicable. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the provisions of this Article 10 Section 8 are solely for the benefit of the Agent Agents and the Lenders only and none of the Credit Parties or any other Persons Borrower shall have any no rights as a third third-party beneficiary of any of the provisions hereofthereof. In performing its functions and duties under this Credit Agreement and the other Credit Documentshereunder, the each Agent shall act only for the solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward towards or relationship of agency or trust with or for Borrower or any Credit Partyof its Subsidiaries. Notwithstanding anything to the contrary herein, none of the Arrangers, in their capacity as such, shall have any duties, responsibilities or obligations under this Agreement or any other Financing Document nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Arrangers, in such capacity, but each Arranger, in such capacity, shall be entitled to all benefits of this Section 8. Each of the Arrangers, and any Agent described in clause (d) of the definition thereof appointed to serve in a similar capacity may resign from such role at any time, with immediate effect, by giving prior written notice thereof to Administrative Agent and Borrower.

Appointment of Agent. (a) Each Lender hereby designates BTCC BMO Bank N.A. as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note by the acceptance of such Revolving Notea Note or participation, shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of this Credit Agreement and the Notes and any other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, fees (other than Fees that are exclusively the administrative fee payable solely for the account of the AgentAgent pursuant to Section 2.9 hereof), charges and Expenses expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the LendersLenders except as otherwise provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 11 are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties Debtors shall not have any duties under this Section 11 or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (except for the applicable provision of Section 11.9(a)). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for the solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Debtors. (c) Without limiting the generality of the foregoing, each Secured Party consents to and authorizes Agent’s execution and delivery of any Credit PartyPermitted Receivables Financing Intercreditor Agreement or Subordination Agreements from time to time as contemplated by the terms hereof on behalf of such Secured Party and agrees to be bound by the terms and provisions thereof.

Appointment of Agent. (a) Each Société Générale is hereby appointed Administrative Agent hereunder and under the other Financing Documents and each Lender and Issuing Bank hereby designates BTCC as Agent authorizes Société Générale to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the Administrative Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by in accordance with the terms hereof and thereof the other Financing Documents, and Société Générale hereby accepts such appointment. Administrative Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other powers Financing Documents, as are reasonably incidental theretoapplicable. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the provisions of this Article 10 Section 8 are solely for the benefit of the Agent Agents and the Lenders only and none of the Credit Parties or any other Persons Borrower shall have any no rights as a third third-party beneficiary of any of the provisions hereofthereof. In performing its functions and duties under this Credit Agreement and the other Credit Documentshereunder, the each Agent shall act only for the solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward towards or relationship of agency or trust with or for Borrower or any Credit Partyof its Subsidiaries. Notwithstanding anything to the contrary herein, none of the Arrangers, in their capacity as such, shall have any duties, responsibilities or obligations under this Agreement or any other Financing Document nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Arrangers, in such capacity, but each Arranger, in such capacity, shall be entitled to all benefits of this Section 8. Each of the Arrangers and any Agent described in clause (d) of the definition thereof appointed to serve in a similar capacity may resign from such role at any time, with immediate effect, by giving prior written notice thereof to Administrative Agent and Borrower.

Appointment of Agent. (a) Each Lender hereby designates BTCC as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the provisions of this Article 10 are for the benefit of the Agent and the Lenders only and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Agent shall act only for the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (aA) Each Lender hereby designates BTCC BTCo as Agent its contractual representative to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, a Note or a participation interest in a Letter of Credit by the acceptance of such Revolving Note, Note or participation interest shall be deemed irrevocably to authorize the authorize, Agent to take such action on its behalf under the provisions of this Credit Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein and or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the LendersLenders and the Issuing Lenders to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (bB) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 (other than SECTIONS 10.9 and 10.10, respectively) are solely for the benefit of Agent, the Agent Lenders and the Lenders only Issuing Lenders, and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than SECTION 10.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and the Issuing Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (a) Each Lender hereby designates BTCC DBTCo as Agent its contractual representative to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, a Note or a participation interest in a Letter of Credit by the acceptance of such Revolving Note, Note or participation interest shall be deemed irrevocably to authorize authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein and or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the LendersLenders and the Issuing Lenders to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 are solely for the benefit of the Agent Agent, the Lenders and the Lenders only Issuing Lenders, and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Section 10.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and the Issuing Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (a) a. Each Lender hereby designates BTCC FGI as Agent agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, participation by the acceptance of such Revolving Notethereof, shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and any other instruments and agreements referred to herein and therein Transaction Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, fees (other than Fees that are exclusively any fees payable solely for the account of the Agent), charges and Expenses expenses received pursuant to this Credit Agreement or any other Credit Transaction Document for the ratable benefit of Lenders except as otherwise provided herein or in the LendersIntercreditor Agreement. The Agent may perform execute any of its duties hereunder under this Agreement or any other Transaction Document by or through its agents agents, employees or employeesattorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct. (b) Other than the Borrowers' rights under Section 10.9, the b. The provisions of this Article 10 X are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons Companies shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for the solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship relatio nship of agency or trust with or for any Credit PartyCompanies.

Appointment of Agent. (a) DBTCA is hereby appointed Agent hereunder and under the other Loan Documents. Each Lender hereby designates BTCC as authorizes Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by its agent in accordance with the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions terms of this Credit Agreement and the other Credit Documents Loan Documents. Agent agrees to act upon the express conditions contained in this Agreement and the other Loan Documents, as applicable. Each Interest Rate Exchanger (i) hereby appoints Agent to act as agent in connection with the applicable Lender Interest Rate Agreement, it being understood and agreed by each Interest Rate Exchanger that it shall have no right individually to enforce any other instruments remedy in connection with any Lender Interest Rate Agreement, and agreements referred (ii) hereby agrees to herein and therein and indemnify Agent pursuant to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to subsection 9.4A in connection with actions taken (or required of the not taken) by Agent by the terms hereof and thereof and such other powers as are reasonably incidental theretoin connection therewith. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the provisions of this Article 10 Section 9 are solely for the benefit of the Agent and the Lenders only and none neither Borrower nor any of the Credit Parties or any other Persons its Subsidiaries shall have any rights as a third party beneficiary of any of the provisions hereofthereof. In performing its functions and duties under this Credit Agreement and the Agreement, Agent (other Credit Documents, the Agent than as provided in subsection 2.1E) shall act only for the solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward towards or relationship of agency or trust with or for Borrower or any Credit Partyof its Subsidiaries.

Appointment of Agent. (a) Each Lender hereby designates BTCC DBTCo. as Agent its contractual representative to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, a Note or an L/C Participation by the acceptance of such Revolving Note, Note or participation shall be deemed irrevocably to authorize authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein and or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the LendersLenders and the Issuing Banks to be distributed as PROVIDED herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article ARTICLE 10 are solely for the benefit of the Agent Agent, the Lenders and the Lenders only Issuing Banks, and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than SECTION 10.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and the Issuing Banks and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (a) Each Lender hereby designates BTCC as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Post-Petition Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, Fees (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than rights of the Borrowers' rights Credit Parties under Section SECTION 10.9, the provisions of this Article ARTICLE 10 are for the benefit of the Agent and the Lenders only and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Agent shall act only for the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (a) Each Lender hereby designates BTCC as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note or participation in any Letter of Credit by the acceptance of such a Revolving Note, Note or participation shall be deemed irrevocably to authorize authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents Revolving Notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the LendersLenders to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Section 10.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (a) Each Lender hereby designates BTCC as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note or participation in any Letter of Credit by the acceptance of such a Revolving Note, Note or participation shall be deemed irrevocably to authorize authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents Revolving Notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental theretothere- to. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the LendersLenders to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Section 10.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (a) Each Lender hereby designates BTCC Wachovia as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note or participation in any Letter of Credit by the acceptance of such Revolving Note, a Note or participation shall be deemed irrevocably to authorize authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents Notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. Each Lender hereby designates JPMorgan Chase Bank and UBS AG, Stamford Branch as the Syndication Agents and Société Générale, New York Branch and Xxxxx Fargo Foothill, LLC, as the Documentation Agents. The Syndication Agents and the Documentation Agents, in such capacity, shall have no duties or obligations whatsoever under this Credit Agreement or any other Credit Document or any other document or any matter related hereto and thereto, but shall nevertheless be entitled to all the indemnities and other protection afforded to the Agent under this Article XIII. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 XIII are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Section 13.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Partythe Borrower.

Appointment of Agent. (a) Each Lender hereby designates BTCC FRF as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note or Term Note or participation in any Letter of Credit by the acceptance of such a Revolving Note, a Term Note, or participation shall be deemed irrevocably to authorize authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement Agreement, the Revolving Notes and the other Credit Documents Term Notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the LendersLenders to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 11 are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Section 11.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (aA) Each Lender hereby designates BTCC ANB as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note or participation in any Letter of Credit by the acceptance of such Revolving Note, a Note or participation shall be deemed irrevocably to authorize the authorize, Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents Notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document Financing Agreements for the ratable benefit of Lenders and the LendersIssuing Bank to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (bB) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article Section 10 are solely for the benefit of the Agent Agent, Lenders and the Lenders only Issuing Bank, and none of the Credit Parties or any other Persons Borrower shall not have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Subsection 10.9) nor shall Borrower have any obligations under this Section 10. In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for the solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit PartyBorrower.

Appointment of Agent. (a) Each Lender hereby designates BTCC FSFP as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note or participation in any Letter of Credit and LC Guaranty by the acceptance of such Revolving Note, a Note or participation shall be deemed irrevocably to authorize the authorize, Agent to take such action on its behalf under the provisions of this Credit Agreement and the Notes, the other Credit Related Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent)fees, charges and Expenses expenses received pursuant to this Credit Agreement or any other Credit Document Related Documents for the ratable benefit of the LendersLenders to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 SECTION 15.2 are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties hereof (other than SUBSECTION 15.2.9) nor shall Borrower have any obligations under this Credit Agreement and the other Credit Documents, the Agent shall act only for the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit PartySECTION 15.

Appointment of Agent. (a) Each Lender hereby designates BTCC Wachovia as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note or participant in any Letter of Credit by the acceptance of such Revolving Note, a Note or participation shall be deemed irrevocably to authorize authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents Notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. Each Lender hereby designates Bank of America, N.A. and JPMorgan Chase Bank. N.A., as the Syndication Agents and BNP Paribas and Société Générale as the Documentation Agents. The Syndication Agents and the Documentation Agents, in such capacity, shall have no duties or obligations whatsoever under this Credit Agreement or any other Credit Document or any other document or any matter related hereto and thereto, but shall nevertheless be entitled to all the indemnities and other protection afforded to the Agent under this Article XIII. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 XIII are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Section 13.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Partythe Borrower.

Appointment of Agent. (a) Each Lender hereby designates BTCC FUNB as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note or participation in any Letter of Credit by the acceptance of such a Revolving Note, Note or participation shall be deemed irrevocably to authorize authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents Revolving Notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 XII are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons Borrowers shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Section 12.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit PartyBorrower.

Appointment of Agent. (a) Each Lender hereby designates BTCC FSFP as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note or participation in any Letter of Credit and LC Guaranty by the acceptance of such Revolving Note, a Note or participation shall be deemed irrevocably to authorize the authorize, Agent to take such action on its behalf under the provisions of this Credit Agreement and the Notes, the other Credit Related Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent)fees, charges and Expenses expenses received pursuant to this Credit Agreement or any other Credit Document Related Documents for the ratable benefit of the LendersLenders to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 Section 15.2 are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties hereof (other than Subsection 15.2.9) nor shall Borrower have any obligations under this Credit Agreement and the other Credit Documents, the Agent shall act only for the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit PartySection 15.

Appointment of Agent. (a) Each Lender hereby designates BTCC BOT as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note or participation in any Facility Letter of Credit by the acceptance of such Revolving Note, Note or participation shall be deemed irrevocably to authorize authorize, the Agent to take such action on its such Lender's behalf under the provisions of this Credit Agreement and the other Credit Documents Notes and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the LendersLenders to be distributed promptly as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 8 are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or any other Persons shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Section 8.9). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party.

Appointment of Agent. (a) Each MUFG Bank, Ltd. is hereby appointed Administrative Agent hereunder and under the other Financing Documents and each Lender and Issuing Bank hereby designates BTCC as Agent authorizes MUFG Bank, Ltd. to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, by the acceptance of such Revolving Note, shall be deemed irrevocably to authorize the Administrative Agent to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by in accordance with the terms hereof and thereof and such the other powers as are reasonably incidental theretoFinancing Documents. The Administrative Agent shall hold all Collateral hereby agrees to act in its capacity as such upon the express conditions contained herein and all payments of principalthe other Financing Documents, interest, Fees, (other than Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lendersas applicable. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the provisions of this Article 10 Section 9 are solely for the benefit of the Agent Agents and the Lenders only and none of the no Credit Parties or any other Persons Party shall have any rights as a third party beneficiary of any of the provisions hereofthereof. In performing its functions and duties under this Credit Agreement and the other Credit Documentshereunder, the each Agent shall act only for the solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward towards or relationship of agency or trust with or for Borrower or any Credit Partyof its Subsidiaries. Notwithstanding anything to the contrary herein, none of the Arrangers, in their capacity as such, shall have any duties, responsibilities or obligations under this Agreement or any other Financing Document nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Arrangers, in such capacity, but each Arranger, in such capacity, shall be entitled to all benefits of this Section 9. Each of the Arrangers, and any Agent described in clause (d) of the definition thereof appointed to serve in a similar capacity may resign from such role at any time, with immediate effect, by giving prior written notice thereof to Administrative Agent and Borrower.

Appointment of Agent. (a) Each Lender hereby designates BTCC Comerica as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note, Note by the acceptance of such Revolving Note, a Note shall be deemed irrevocably to authorize the authorize, Agent to take such action on its behalf under the provisions of this Credit Agreement and the Notes and the other Credit Loan Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral collateral and all payments of principal, interest, Fees, (other than and Fees that are exclusively for the account of the Agent), charges and Expenses received pursuant to this Credit Agreement or any other Credit Loan Document for the ratable benefit of the LendersLenders to be distributed as provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 X are solely for the benefit of the Agent and the Lenders only Lenders, and none of the Credit Parties or neither Borrowers nor any other Persons Person shall have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Section 10.9). In performing its functions and duties under this Credit Agreement and the other Credit Loan Documents, the Agent shall act only for the solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Borrowers or any Credit Partyother Person.

Appointment of Agent. (a) Each Lender and each Holder hereby designates BTCC Victory Park Management, LLC as Agent to act as herein specified. Each Lender and each Holder hereby irrevocably authorizes, and each holder of any Revolving Note, Note by the acceptance of such Revolving Notea Note or participation, shall be deemed irrevocably to authorize the Agent to take such action on its behalf under the provisions of this Credit Agreement and the Notes and any other Credit Documents and any other instruments and agreements referred to herein and therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, fees (other than Fees that are exclusively any fees payable solely for the account of the Agent), charges and Expenses expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the LendersLenders and Holder except as otherwise provided herein. The Agent may perform any of its duties hereunder by or through its agents or employees. (b) Other than the Borrowers' rights under Section 10.9, the The provisions of this Article 10 11 are solely for the benefit of the Agent and the Lenders only Lenders, Holder and none of the Credit Parties or any other Persons Borrowers shall not have any rights as a third party beneficiary of any of the provisions hereofhereof (except for the applicable provision of Section 11.9(a)). In performing its functions and duties under this Credit Agreement and the other Credit DocumentsAgreement, the Agent shall act only for the solely as agent of Lenders and Holders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit PartyBorrowers or Guarantors.