Common use of Appointment, Powers and Immunities Clause in Contracts

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. 7.1.1 Each Lender and each LC Issuing Bank hereby irrevocably appoints and authorizes the Administrative Agent to act on its behalf as its agent Administrative Agent hereunder and under the other Loan Credit Facility Documents with and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are specifically delegated to the Administrative Agent by the terms hereof of this Agreement and thereofthe other Credit Facility Documents, together with such other actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Administrative Agent: , the Lenders and the LC Issuing Banks, and Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Facility Documents (aor any other similar term) with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Administrative Agent shall not have no any duties or responsibilities obligations except as those expressly set forth in this Agreement or in any other Credit Facility Document, and its duties hereunder shall be administrative in nature. Notwithstanding anything to the contrary contained herein, Administrative Agent: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether an Inchoate Default has occurred and is continuing; (ii) shall not have any duty to take any action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Credit Facility Documents that Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Facility Documents, and ); provided Administrative Agent shall not by reason be required to take any action that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to this Agreement or any other Loan Credit Facility Document or any Governmental Rule, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a trustee forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law; and (iii) shall not, except as expressly set forth herein and in the other Credit Facility Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any Bank; (b) information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Each of Administrative Agent, the Lenders, the LC Issuing Banks and any of their respective Affiliates shall not be responsible to the Banks any other Lender for or have any recitalsduty to ascertain or inquire into (i) any statement, statements, representations representation or warranties contained warranty made by Borrower or its Affiliates made in or in connection with this Agreement or any other Loan Credit Facility Document, or in (ii) the contents of any certificate certificate, report or other document referred to or provided for in, or received by Administrative Agent, or any Bank under, Lender under this Agreement or any other Loan Credit Facility Document, (iii) the performance or for observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, effectiveness, genuineness, genuineness or enforceability or sufficiency of this Agreement or Agreement, any other Loan Credit Facility Document or any other document referred to agreement, instrument or provided for herein document, or therein or (v) for any failure by the Borrower Borrower, its Affiliates to perform any of its their respective obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-attorneys in fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful wilful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the The Collateral Agent to shall act as its agent Agent for the Company hereunder and under the other Loan Documents with such powers as are specifically delegated to vested in the Collateral Agent by the terms hereof and thereofof this Agreement, together with such other powers as are reasonably incidental thereto. The Each of the Collateral Agent, the Custodial Agent and the Securities Intermediary: (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and no implied covenants or obligations shall not by reason of be inferred from this Agreement or against any other Loan Document of them, nor shall any of them be a trustee for bound by the provisions of any Bankagreement by any party hereto beyond the specific terms hereof; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties recitals contained in this Agreement or any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any Bank it under, this Agreement Agreement, the Securities or any other Loan Documentthe Purchase Contract Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement (other than as against the Collateral Agent), the Securities or any other Loan Document the Purchase Contract Agreement or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person (except the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be) to perform any of its obligations hereunder or thereunderthereunder or for the perfection, priority or, except as expressly required hereby, maintenance of any security interest created hereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document (except to in the extent requested by case of the Required Banks, and then only on terms and conditions satisfactory to the Collateral Agent, and pursuant to directions furnished under Section 8.2 hereof, subject to Section 8.6 hereof); (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents ; and attorneys-in-fact and (e) shall not be responsible for required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, the negligence Securities or misconduct of any such agents or attorneys-in-fact selected by it with reasonable careother property deposited hereunder. The provisions Subject to the foregoing, during the term of this Article VII are solely for Agreement, the benefit Collateral Agent shall take all reasonable action in connection with the safekeeping and preservation of the Collateral hereunder. No provision of this Agreement shall require the Collateral Agent, the Custodial Agent and or the Banks, and Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the Borrower shall not have any rights as a third party beneficiary performance of any of the provisions hereofits duties hereunder. In performing its functions and duties under this Agreement and under no event shall the other Loan DocumentsCollateral Agent, the Custodial Agent shall act solely as agent or the Securities Intermediary be liable for any amount in excess of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties Value of the Collateral. Notwithstanding the foregoing, the Collateral Agent, the Custodial Agent shall be ministerial and administrative Securities Intermediary, each in natureits individual capacity, and the Agent shall not have by reason hereby waive any right of this Agreement setoff, bankers lien, liens or perfection rights as securities intermediary or any other Loan Document a fiduciary relationship in counterclaim with respect to any of any Bankthe Collateral.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms hereof of this Agreement and thereofthe Security Instruments, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (awhich term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary for any BankLender; (bii) makes no representation or warranty to any Lender and shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement or Agreement, any other Loan Document Note or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunderthereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, hereunder; and (div) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with reasonable carethe advice of such agents, accountants, attorneys or experts. The provisions Administrative Agent may deem and treat the payee of this Article VII are solely any Note as the holder thereof for the benefit all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent and is authorized to release any collateral that is permitted to be sold or released pursuant to the Banks, and the Borrower shall not have any rights as a third party beneficiary of any terms of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof of this Agreement and thereofsuch other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 8.05 and the first sentence of Section 8.06 shall include reference to its Affiliates and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary for any BankLender; (b) makes no representation or warranty to any Lender and shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement or Agreement, any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunderthereunder or for the existence or value of, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the Company, the Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with reasonable carethe advice of such agents, accountants, attorneys or experts. The provisions Administrative Agent may deem and treat the payee named in any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any cash collateral that is permitted to be released pursuant to the terms of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankAgreement.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms hereof of this Agreement and thereofthe Security Instruments, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (awhich term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary for any BankLender; (bii) makes no representation or warranty to any Lender and shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement or Agreement, any other Loan Document Note or any other document referred to or provided for herein or therein or for any failure by any of the Borrower Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunderthereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or of collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, hereunder; and (div) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with reasonable carethe advice of such agents, accountants, attorneys or experts. The provisions Administrative Agent may deem and treat the payee of this Article VII are solely any Note as the holder thereof for the benefit all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent and is authorized to release any collateral that is permitted to be sold or released pursuant to the Banks, and the Borrower shall not have any rights as a third party beneficiary of any terms of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof of this Agreement and thereofthe other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Neither the Administrative Agent nor any of its Affiliates, officers, directors, employees, attorneys or agents shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with this Agreement or any of the other Loan Documents except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, the Administrative Agent (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent, (b) shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Bank; Lender, (bc) shall not be required to initiate any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Lenders, (d) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Person to perform any of its obligations hereunder or thereunder; , (ce) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible liable for any action taken or omitted to be taken in good faith by it hereunder in accordance with the advice of such counsel, accountants or experts, and (f) shall incur no liability under or in respect of any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing reasonably believed by it to be genuine and signed or sent by the proper party or parties. As to any other document or instrument referred to or matters not expressly provided for herein or therein by this Agreement, the Administrative Agent shall in all cases be fully protected in acting, or in connection herewith refraining from acting, hereunder in accordance with instructions signed by the Required Lenders, and such instructions of the Required Lenders and any action taken or therewithfailure to act pursuant thereto shall be binding on all of the Lenders; provided, except for its own gross negligence or willful misconduct. The however, that the Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for required to take any action which exposes the negligence Administrative Agent to liability or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed which is contrary to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a or applicable law. The Administrative Agent shall not be deemed to have any fiduciary relationship with any Lender or any Loan Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement with respect to the Administrative Agent is not intended to connote any fiduciary or other express or implied obligation arising under agency doctrine of any Bankapplicable law; instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship among independent contracting parties.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof of this Agreement and thereof, the other Loan Documents together with such other powers as are reasonably incidental thereto. The Agent: (a) Administrative Agent shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) Lender, nor is the Administrative Agent acting in a fiduciary capacity of any kind under this Agreement or the other Loan Documents or in respect thereof or in respect of any Lender. The Administrative Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any the other Loan Document Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument, or for the filing, recording, re-filing, continuing or re-recording of any thereof or for any failure by the Borrower Company or any Guarantor to perform any of its obligations hereunder or thereunder; (c) under the other Loan Documents. The Administrative Agent may take all actions by itself and/or it may employ agents and attorneys-in-fact, and shall not be required responsible to initiate any Lender, except as to money or conduct the securities received by it or its authorized agents, for the negligence or misconduct of itself or its employees or of any litigation such agents or collection proceedings hereunder attorneys-in-fact, if such agents or under attorneys-in-fact are selected by it with reasonable care. Neither the Administrative Agent nor any other Loan Document except to the extent requested by the Required Banksof its directors, and then only on terms and conditions satisfactory to the Agentofficers, and (d) employees or agents shall not be liable or responsible for any action taken or omitted to be taken by it or them hereunder or under any the other Loan Document or any other document or instrument referred to or provided for herein or therein Documents or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the The Collateral Agent to shall act as its agent for the Company hereunder and under the other Loan Documents with such powers as are specifically delegated to vested in the Collateral Agent by the terms hereof and thereofof this Agreement, together with such other powers as are reasonably incidental thereto. The Each of the Collateral Agent, the Custodial Agent and the Securities Intermediary: (a) shall have no duties or responsibilities except as those expressly set forth or incorporated by reference in this Agreement and the other Loan Documents, and no implied covenants or obligations shall not by reason of be inferred from this Agreement against any of them, nor shall any of them be bound by the provisions of any agreement by any party hereto beyond the specific or any other Loan Document be a trustee for any Bankincorporated terms hereof; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties recitals contained in this Agreement or any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any Bank it under, this Agreement, the Equity Units or the Purchase Contract Agreement or any other Loan Document(except as specifically incorporated by reference herein), or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement (other than as against the Collateral Agent, the Custodial Agent or any other Loan Document the Securities Intermediary), the Equity Units or the Purchase Contract Agreement or any other document referred to or provided for herein (except as specifically incorporated by reference herein) or therein or for any failure by the Borrower Company or any other Person (except the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be) to perform any of its obligations hereunder or thereunderthereunder or for the perfection, priority or, except as expressly required hereby, maintenance of any security interest created hereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document (except to in the extent requested by case of the Required Banks, and then only on terms and conditions satisfactory to the Collateral Agent, and pursuant to directions furnished under Section 8.2 hereof, subject to Section 8.6 hereof); (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents ; and attorneys-in-fact and (e) shall not be responsible for required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, the negligence Equity Units or misconduct of any such agents or attorneys-in-fact selected by it other property deposited hereunder in accordance with reasonable carethe terms hereof. The provisions Subject to the foregoing, during the term of this Article VII are solely for Agreement, the benefit Collateral Agent shall take all reasonable action in connection with the safekeeping and preservation of the Collateral hereunder. No provision of this Agreement shall require the Collateral Agent, the Custodial Agent and or the Banks, and Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the Borrower shall not have any rights as a third party beneficiary performance of any of the provisions hereofits duties hereunder. In performing its functions and duties under this Agreement and under no event shall the other Loan DocumentsCollateral Agent, the Custodial Agent shall act solely as agent or the Securities Intermediary be liable for any amount in excess of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties Value of the Collateral. Notwithstanding the foregoing, the Collateral Agent, the Custodial Agent shall be ministerial and administrative Securities Intermediary, each in natureits individual capacity, and the Agent shall not have by reason hereby waive any right of this Agreement setoff, banker’s lien, liens or perfection rights as Securities Intermediary or any other Loan Document a fiduciary relationship in counterclaim with respect to any of any Bankthe Collateral.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the The Collateral Agent to shall act as its agent Agent for the Company hereunder and under the other Loan Documents with such powers as are specifically delegated to vested in the Collateral Agent by the terms hereof and thereofof this Agreement, together with such other powers as are reasonably incidental thereto. The Each of the Collateral Agent, the Custodial Agent and the Securities Intermediary: (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and no implied covenants or obligations shall not by reason of be inferred from this Agreement or against any other Loan Document of them, nor shall any of them be a trustee for bound by the provisions of any Bankagreement by any party hereto beyond the specific terms hereof; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties recitals contained in this Agreement or any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any Bank it under, this Agreement Agreement, the Income PRIDES, Growth PRIDES or any other Loan Documentthe Purchase Contract Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement (other than as against the Collateral Agent), the Securities or any other Loan Document the Purchase Contract Agreement or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person (except the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be) to perform any of its obligations hereunder or thereunderthereunder or for the perfection, priority or, except as expressly required hereby, maintenance of any security interest created hereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document (except to in the extent requested by case of the Required Banks, and then only on terms and conditions satisfactory to the Collateral Agent, and pursuant to directions furnished under Section 8.2 hereof, subject to Section 8.6 hereof); (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence negligence, bad faith or willful misconduct. The Agent may employ agents ; and attorneys-in-fact and (e) shall not be responsible for required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, the negligence Securities or misconduct of any such agents or attorneys-in-fact selected by it with reasonable careother property deposited hereunder. The provisions Subject to the foregoing, during the term of this Article VII are solely for Agreement, the benefit Collateral Agent shall take all reasonable action in connection with the safekeeping and preservation of the Collateral hereunder. No provision of this Agreement shall require the Collateral Agent, the Custodial Agent and or the Banks, and Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the Borrower shall not have any rights as a third party beneficiary performance of any of the provisions hereofits duties hereunder. In performing its functions and duties under this Agreement and under no event shall the other Loan DocumentsCollateral Agent, the Custodial Agent shall act solely as agent or the Securities Intermediary be liable for any amount in excess of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties Value of the Collateral. Notwithstanding the foregoing, the Collateral Agent, the Custodial Agent, the Purchase Contract Agent shall be ministerial and administrative Securities Intermediary, each in natureits individual capacity, and the Agent shall not have by reason hereby waive any right of this Agreement setoff, bankers lien, liens or perfection rights as securities intermediary or any other Loan Document a fiduciary relationship in counterclaim with respect to any of any Bankthe Collateral.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the The Collateral Agent to shall act as its agent for the Company hereunder and under the other Loan Documents with such powers as are specifically delegated to vested in the Collateral Agent by the terms hereof and thereofof this Agreement, together with such other powers as are reasonably incidental thereto. The Each of the Collateral Agent, the Custodial Agent and the Securities Intermediary: (a) shall have no duties or responsibilities except as those expressly set forth or incorporated in this Agreement and the other Loan Documents, and no implied covenants or obligations shall not by reason of be inferred from this Agreement against any of them, nor shall any of them be bound by the provisions of any agreement by any party hereto beyond the specific or any other Loan Document be a trustee for any Bankincorporated terms hereof; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties recitals contained in this Agreement or any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any Bank it under, this Agreement, the Equity Units or the Purchase Contract Agreement or any other Loan Document(except as specifically incorporated by reference herein), or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement (other than as against the Collateral Agent, the Custodial Agent or any other Loan Document the Securities Intermediary), the Equity Units or the Purchase Contract Agreement or any other document referred to or provided for herein (except as specifically incorporated by reference herein) or therein or for any failure by the Borrower Company or any other Person (except the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be) to perform any of its obligations hereunder or thereunderthereunder or for the perfection, priority or, except as expressly required hereby, maintenance of any security interest created hereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document (except to in the extent requested by case of the Required Banks, and then only on terms and conditions satisfactory to the Collateral Agent, and pursuant to directions furnished under Section 8.2 hereof, subject to Section 8.6 hereof); (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents ; and attorneys-in-fact and (e) shall not be responsible for required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, the negligence Equity Units or misconduct of any such agents or attorneys-in-fact selected by it other property deposited hereunder in accordance with reasonable carethe terms hereof. The provisions Subject to the foregoing, during the term of this Article VII are solely for Agreement, the benefit Collateral Agent shall take all reasonable action in connection with the safekeeping and preservation of the Collateral hereunder. No provision of this Agreement shall require the Collateral Agent, the Custodial Agent and or the Banks, and Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the Borrower shall not have any rights as a third party beneficiary performance of any of the provisions hereofits duties hereunder. In performing its functions and duties under this Agreement and under no event shall the other Loan DocumentsCollateral Agent, the Custodial Agent shall act solely as agent or the Securities Intermediary be liable for any amount in excess of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties Value of the Collateral. Notwithstanding the foregoing, the Collateral Agent, the Custodial Agent shall be ministerial and administrative Securities Intermediary, each in natureits individual capacity, and the Agent shall not have by reason hereby waive any right of this Agreement setoff, banker’s lien, liens or perfection rights as Securities Intermediary or any other Loan Document a fiduciary relationship in counterclaim with respect to any of any Bankthe Collateral.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank. The Agent shall administer the Loans and the Loan Documents with a degree of care at least equal to that customarily employed by the Agent in the administration of similar credit facilities for its own account.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically expressly delegated to the Agent by the terms hereof of this Agreement and thereofthe other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have no any duties or responsibilities except as those expressly set forth in this Agreement and or in any other Credit Document, be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the other Loan Documents, and contrary contained herein Agent shall not by reason of be required to take any action which is contrary to this Agreement or any other Loan Credit Document be a trustee for or any Bank; (b) applicable Governmental Rule. Neither Agent nor any Lender shall not be responsible to the Banks any other Lender for any recitals, statements, representations or warranties made by any Borrower or any Guarantor contained in this Agreement or in any other Loan Credit Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Credit Document or any other document referred to or provided for herein or therein or for any failure by the any Borrower or any Guarantor to perform any of its their respective obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Neither Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of nor any of the provisions hereofits directors, officers, employees, agents or advisors shall be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. In performing its functions and duties Except as otherwise provided under this Agreement and under the other Loan DocumentsAgreement, the Agent shall act solely take such action with respect to the Credit Documents as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and directed by the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankRequired Lenders.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Loan Party to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower no Loan Party shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the BorrowerLoan Parties. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms hereof of this Agreement and thereofthe Security Instruments, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (awhich term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary for any BankLender; (bii) makes no representation or warranty to any Lender and shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement or Agreement, any other Loan Document Note or any other document referred to or provided for herein or therein or for any failure by any of the Borrower Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunderthereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or of collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, hereunder; and (div) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with reasonable carethe advice of such agents, accountants, attorneys or experts. The provisions Administrative Agent may deem and treat the payee of this Article VII are solely any Note as the holder thereof for the benefit all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent and is authorized to release any collateral that is permitted to be sold or released pursuant to the Banks, and the Borrower shall not have any rights as a third party beneficiary of any terms of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof and thereofof this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 8.05 and the first sentence of Section 8.06 hereof shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Documentdocument executed hereunder, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or Agreement, any other Loan Document Note or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, document executed hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carein good faith. The provisions Administrative Agent may deem and treat the payee of this Article VII are solely any Note as the holder thereof for the benefit all purposes hereof unless and until a notice of the Agent and assignment or transfer thereof shall have been filed with the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankAdministrative Agent.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 9.7 hereof shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents): (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and or in any of the other Loan Credit Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any of the other Loan Document, or documents in any certificate or any of the other document referred to or provided for in, Credit Documents or received by any Bank an of them under, this Agreement or any of the other Loan DocumentCredit Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, any Note or any of the other Loan Document or any other document referred to or provided for herein or therein Credit Documents or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder, or for the satisfaction of any condition precedent specified in Section 4 hereof; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any of the other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithCredit Documents, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent shall be conclusively entitled to assume that the conditions precedent set forth in Section 4 hereof have been satisfied unless the Agent has received written notice from a Bank referring to the relevant Section and stating that the relevant condition has not been satisfied or unless the certificate furnished by the Borrower pursuant thereto so indicates. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carein good faith. The provisions Agent may deem and treat the payee of this Article VII are solely any Note as the holder thereof for the benefit all purposes hereof unless and until a written notice of the Agent and assignment or transfer thereof shall have been filed with the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankAgent.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof of this Agreement and thereofof the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 9.5 and the first sentence of Section 9.6 hereof shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents): (a) shall have no duties or responsibilities to the Lenders except as those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrower, or any other Person to perform any of its their obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, Document; and (d) shall not be responsible to the Lenders for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible to the Lenders for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankgood faith.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes (and continues the Agent authorization and appointment under the Original Agreement of) Credit Lyonnais New York Branch to act as its agent hereunder and under the other Loan Documents and to act as its Approved Bank Affiliate's agent hereunder and under the other Loan Documents (such Affiliate by acceptance of the benefits of the Loan Documents hereby ratifying and continuing such appointment) with such powers as are specifically delegated to the Agent by the terms hereof and thereofof the Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the Agent nor any of its Affiliate's officers, directors, employees, attorneys, or agents shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with any Loan Document except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, the Agent (i) may treat each Secured Party as the party entitled to distributions hereunder until it receives written notice of the assignment or transfer thereof signed and in form satisfactory to the Agent: , (aii) shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Bank; Secured Party, (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (ciii) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the AgentRequired Revolving Banks or the Required Term Banks, and as applicable, (div) shall not be responsible to any Secured Party for any recitals, statements, representations, or warranties contained in any Loan Document, or any certificate or other documentation referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, enforceability, or sufficiency of any Loan Document or any other documentation referred to or provided for therein or for any failure by any Person to perform any of its obligations thereunder, (v) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it hereunder in accordance with the advice of such counsel, accountants, or experts, and (vi) shall incur no liability under or in respect of any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing believed by it to be genuine and signed or sent by the proper party or parties. As to any other document or instrument referred to or matters not expressly provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of by any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan DocumentsDocument, the Agent shall act solely in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Banks, the Required Revolving Banks or the Required Term Banks, as agent applicable; and such instructions of the Required Banks, the Required Revolving Banks or the Required Term Banks, as applicable, and does not assume and any action taken or failure to act pursuant thereto shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties binding on all of the Agent shall be ministerial and administrative in natureSecured Parties; provided, and however, that the Agent shall not have by reason of this Agreement be required to take any action which exposes it to personal liability or which is contrary to any other Loan Document a fiduciary relationship in respect of any Bankor applicable law.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof of this Agreement and thereofthe other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Neither the Administrative Agent nor any of its Affiliates, officers, directors, employees, attorneys or agents shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with this Agreement or any of the other Loan Documents except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, the Administrative Agent (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent, (b) shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Bank; Lender, (bc) shall not be required to initiate any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Lenders, (d) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Person to perform any of its obligations hereunder or thereunder; , (ce) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible liable for any action taken or omitted to be taken in good faith by it hereunder in accordance with the advice of such counsel, accountants or experts, and (f) shall incur no liability under or in respect of any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing reasonably believed by it to be genuine and signed or sent by the proper party or parties. As to any other document or instrument referred to or matters not expressly provided for herein or therein by this Agreement, the Administrative Agent shall in all cases be fully protected in acting, or in connection herewith refraining from acting, hereunder in accordance with instructions signed by the Required Lenders, and such instructions of the Required Lenders and any action taken or therewithfailure to act pursuant thereto shall be binding on all of the Lenders; provided, except for its own gross negligence or willful misconduct. The however, that the Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for required to take any action which exposes the negligence Administrative Agent to liability or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed which is contrary to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a or applicable law. The Administrative Agent shall not be deemed to have any fiduciary relationship with any Lender or any Loan Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement with respect to the Administrative Agent is not intended to connote any fiduciary or other express or implied obligation arising under agency doctrine of any Bankapplicable law; instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship among independent contracting parties.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents Security Instruments with such powers as are specifically delegated to the Agent by the terms hereof of this Agreement and thereofthe Security Instruments, together with such other powers as are reasonably incidental thereto. The Agent: Agent (awhich term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary for any BankLender; (bii) makes no representation or warranty to any Lender and shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement or Agreement, any other Loan Document Note or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunderthereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, hereunder; and (div) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithincluding its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with reasonable carethe advice of such agents, accountants, attorneys or experts. The provisions Agent may deem and treat the payee of this Article VII are solely any Note as the holder thereof for the benefit all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Agent. The Agent and is authorized to release any collateral that is permitted to be sold or released pursuant to the Banks, and the Borrower shall not have any rights as a third party beneficiary of any terms of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents Notes with such powers as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this Section 11 shall include reference to its affiliates and its and its affiliates' officers, directors, employees and agents): (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan DocumentsNotes, and shall not by reason of this Agreement or any other Loan Document Note be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Documentthe Notes, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Documentthe Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document Note or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any of its Subsidiaries or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document Note except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the AgentMajority Lenders, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document Note or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this Section 11 shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Basic Documents, and shall not by reason of this Agreement or any other Loan Basic Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Basic Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Basic Document or any other document referred to or provided for herein or therein or for any failure by the Company, the Canadian Borrower, any other Borrower or any of the Subsidiary Guarantors or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Basic Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, Majority Lenders; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Basic Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent MGT to act as its Administrative Agent, PROVIDED, HOWEVER, the Administrative Agent is hereby authorized to serve only as administrative and documentation agent hereunder for the Banks and under the other Loan Documents with to exercise such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental theretothereto and as are set forth in this Agreement and the other Loan Documents. The Agent: (a) Administrative Agent hereby acknowledges that it does not have the authority to negotiate any agreement which would bind the Banks or agree to any amendment, waiver or modification of any of the Loan Documents or bind the Banks except as set forth in this Agreement or the Loan Documents. Except as provided in this Agreement, and in the other Loan Documents, the Administrative Agent shall take action or refrain from acting only upon instructions of the Banks. It is agreed that the duties, rights, privileges and immunities of the Issuing Banks, in their capacity as issuers of Letters of Credit hereunder, shall be identical to the duties, rights, privileges and immunities of the Administrative Agent as provided in this Section 15. The Administrative Agent shall not have no any duties or responsibilities or any fiduciary relationship with any Bank except as those expressly set forth in this Agreement and the other Loan Documents, and . Neither the Administrative Agent nor any of its affiliates shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement made by the Borrower or any other Loan Document, Person whether contained herein or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, otherwise or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Agreement, the other Loan Document Documents or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein thereunder or in connection herewith or therewith, except for its own gross negligence or willful misconductrespect of the Notes. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for Administrative Agent, the benefit of the Agent Agents and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documentstheir directors, the Agent shall act solely as agent of the Banks and does not assume and officers, employees or agents shall not be deemed responsible for any action taken or omitted to have assumed any obligation towards be taken by it or relationship of agency them hereunder or trust with in connection herewith, except for its or for the Borrowertheir own gross negligence or willful misconduct. The duties of Administrative Agent in its separate capacity as a Bank shall have the Agent shall be ministerial same rights and administrative in nature, and the Agent shall not have by reason of this Agreement or powers hereunder as any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. (a) Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Agent (ai) shall not have no any duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Credit Documents, and shall not by reason of this Agreement or any other Loan Credit Document be a trustee for any BankLender; (bii) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Credit Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Credit Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement or any other Loan Credit Document or any other document referred to or provided for herein or therein or any property covered thereby or for any failure by the Borrower any Party or any other Person to perform any of its obligations hereunder or thereunder, and shall not have any duty to inquire into or pass upon any of the foregoing matters; (ciii) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Credit Document except to the extent requested by the Required BanksMajority Lenders; (iv) SHALL NOT BE RESPONSIBLE FOR ANY MISTAKE OF LAW OR FACT OR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT OR ANY OTHER DOCUMENT OR INSTRUMENT REFERRED TO OR PROVIDED FOR HEREIN OR THEREIN OR IN CONNECTION HEREWITH OR THEREWITH, and then only on terms and conditions satisfactory INCLUDING, WITHOUT LIMITATION, PURSUANT TO ITS OWN NEGLIGENCE, BUT NOT INCLUDING AND EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT; (v) shall not be bound by or obliged to recognize any agreement among or between the Borrower, the Agent, and any Lender other than this Agreement and the other Credit Documents, regardless of whether the Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (dvi) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to the Agent in accordance with the terms of this Agreement or any other Credit Document; (vii) shall not be responsible for any action taken delay, error, omission or omitted to default of any mail, telegraph, cable or wireless agency or operator, and (viii) shall not be taken by it hereunder responsible for the acts or under edicts of any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconductGovernmental Authority. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. 7.1.1 Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act on its behalf as its agent Administrative Agent hereunder and under the other Loan Credit Facility Documents with and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are specifically delegated to the Administrative Agent by the terms hereof of this Agreement and thereofthe other Credit Facility Documents, together with such other actions and powers as are reasonably incidental thereto. The Agent: provisions of this Article are solely for the benefit of Administrative Agent and the Lenders, and Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Credit Facility Documents (aor any other similar term) with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Administrative Agent shall not have no any duties or responsibilities obligations except as those expressly set forth in this Agreement or in any other Credit Facility Document, and its duties hereunder shall be administrative in nature. Notwithstanding anything to the contrary contained herein, Administrative Agent: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether an Inchoate Default has occurred and is continuing; (ii) shall not have any duty to take any action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Credit Facility Documents that Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Facility Documents, and ); provided Administrative Agent shall not by reason be required to take any action that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to this Agreement or any other Loan Credit Facility Document or any Governmental Rule, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a trustee forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law; and (iii) shall not, except as expressly set forth herein and in the other Credit Facility Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any Bank; (b) information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Each of Administrative Agent and the Lenders and any of their respective Affiliates shall not be responsible to the Banks any other Lender for or have any recitalsduty to ascertain or inquire into (i) any statement, statements, representations representation or warranties contained warranty made by Borrower or its Affiliates made in or in connection with this Agreement or any other Loan Credit Facility Document, or in (ii) the contents of any certificate certificate, report or other document referred to or provided for in, or received by Administrative Agent, or any Bank under, Lender under this Agreement or any other Loan Credit Facility Document, (iii) the performance or for observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, effectiveness, genuineness, genuineness or enforceability or sufficiency of this Agreement or Agreement, any other Loan Credit Facility Document or any other document referred to agreement, instrument or provided for herein document, or therein or (v) for any failure by the Borrower Borrower, its Affiliates to perform any of its their respective obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-attorneys in fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent Agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) makes no warranty or representation to any Lender and shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank Lender under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required BanksLenders, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII IX are solely for the benefit of the Agent and the BanksLenders, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent Agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankLender.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder hereunder, under the Letters of Credit and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Any Loan Documents executed in favor of Agent shall be held by Agent for the ratable benefit of the Lenders. Agent ("Agent: " as used in this Section 10 shall include reference to its Affiliates and its own and its Affiliates' respective officers, shareholders, directors, employees and agents) (a) shall not have no any duties or responsibilities except as those expressly set forth in this Agreement Agreement, the Letters of Credit, and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Letters of Credit or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement Agreement, the Letters of Credit or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement Agreement, the Letters of Credit, or any other Loan Document or any other document referred to or provided for herein or therein or any Property covered thereby or for any failure by the Borrower any Obligor or any other Person to perform any of its obligations hereunder or thereunder, and shall not have any duty to inquire into or pass upon any of the foregoing matters; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under the Letters of Credit or any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and Majority Lenders; (d) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under the Letters or Credit or any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, including, without limitation, pursuant to its own negligence, except for its own gross negligence or willful misconduct; (e) shall not be bound by or obliged to recognize any agreement among or between Borrower and any Lender to which Agent is not a party, regardless of whether Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to Agent in accordance with the terms of this Agreement or any other Loan Document; (g) shall not be responsible for any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, and (h) shall not be responsible for the acts or edicts of any Governmental Authority. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have Without in any rights as a third party beneficiary of way limiting any of the provisions hereofforegoing, each Lender acknowledges that Agent shall have no greater responsibility in the operation of the Letters of Credit than is specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision, International Chamber of Commerce Publication No. 500). In performing any foreclosure proceeding concerning any Collateral, each holder of an Obligation if bidding for its functions own account or for its own account and duties under this Agreement and under the accounts of other Lenders is prohibited from including in the amount of its bid an amount to be applied as a credit against the Obligations held by it or the Obligations held by the other Loan DocumentsLenders; instead, the such holder must bid in cash only. However, in any such foreclosure proceeding, Agent shall act solely as agent of the Banks and does not assume and may (but shall not be deemed to have assumed any obligation towards or relationship obligated to) submit a bid for all Lenders (including itself) in the form of agency or trust with or for a credit against the Borrower. The duties of the Agent shall be ministerial and administrative in natureObligations, and the Agent or its designee may (but shall not have by reason be obligated to) accept title to such collateral for and on behalf of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankall Lenders.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the The Collateral Agent to shall act as its agent for the Company hereunder and under the other Loan Documents with such powers as are specifically delegated to vested in the Collateral Agent by the terms hereof and thereofof this Agreement, together with such other powers as are reasonably incidental thereto. The Each of the Collateral Agent, the Custodial Agent and the Securities Intermediary: (a) shall have no duties or responsibilities responsibilities, except as those expressly set forth in or incorporated into this Agreement, and no implied covenants or obligations shall be inferred from this Agreement and against any of them, nor shall any of them be bound by the other Loan Documents, and shall not provisions of any agreement by reason of this Agreement any party hereto beyond the specific or any other Loan Document be a trustee for any Bankincorporated terms hereof; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties recitals contained in this Agreement or any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any Bank it under, this Agreement, the Securities or the Purchase Contract Agreement or any other Loan Document(except as specifically incorporated by reference herein), or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement (other than as against the Collateral Agent, the Custodial Agent or any other Loan Document the Securities Intermediary), the Securities or the Purchase Contract Agreement or any other document referred to or provided for herein (except as specifically incorporated by reference herein) or therein or for any failure by the Borrower Company or any other Person (except the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be) to perform any of its obligations hereunder or thereunderthereunder or for the perfection, priority or, except as expressly required hereby, maintenance of any security interest created hereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document (except to in the extent requested by case of the Required Banks, and then only on terms and conditions satisfactory to the Collateral Agent, and pursuant to directions furnished under Section 8.2 hereof, subject to Section 8.6 hereof); (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own negligence, willful misconduct or bad faith; and (e) shall not be required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, the Securities or other property deposited hereunder in accordance with the terms hereof. Subject to the foregoing, during the term of this Agreement, the Collateral Agent shall take all reasonable action in connection with the safekeeping and preservation of the Collateral hereunder. No provision of this Agreement shall require the Collateral Agent, the Custodial Agent or the Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. In no event shall the Collateral Agent, the Custodial Agent or the Securities Intermediary be liable for any amount in excess of the Value of the Collateral. Notwithstanding the foregoing, the Collateral Agent, the Custodial Agent and the Securities Intermediary, each in its individual capacity, hereby waive any right of setoff, bankers lien, liens or perfection rights as Securities Intermediary or any counterclaim with respect to any of the Collateral. The Collateral Agent shall have no obligation to file UCC financing statements. Except in the event of the gross negligence negligence, bad faith or willful misconduct. The misconduct of the Collateral Agent, the Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence form, execution, validity, value or misconduct genuiness of documents or securities deposited hereunder, or any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banksdescription therein, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties identity, authority or rights of the Agent shall be ministerial and administrative in naturepersons executing or delivering or purporting to execute or deliver any such document, and the Agent shall not have by reason of this Agreement security or any other Loan Document a fiduciary relationship in respect of any Bankendorsement.

Appointment, Powers and Immunities. Each Bank hereby ---------------------------------- irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful wilful misconduct. The Agent may employ agents and attorneys-in-in- fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof of this Agreement and thereof, the other Loan Documents together with such other powers as are reasonably incidental thereto. The Agent: (a) Administrative Agent shall not have no any duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, Documents and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) Lender, nor is the Administrative Agent acting in a fiduciary capacity of any kind under this Agreement or the other Loan Documents or in respect thereof or in respect of any Lender. The Administrative Agent shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any the other Loan Document Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or for the validity, effectiveness or value of any interest or security covered by the Pledge Agreements or for the value of any collateral or for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument, or for the filing, recording, re-filing, continuing or re-recording of any thereof or for any failure by the Borrower Company, any Guarantor or any of their respective Subsidiaries to perform any of its obligations Obligations hereunder or thereunder; (c) under the other Loan Documents. The Administrative Agent may take all actions by itself and/or it may employ agents and attorneys-in-fact, and shall not be required responsible to initiate any Lender, except as to money or conduct the securities received by it or its authorized agents, for the negligence or misconduct of itself or its employees or of any litigation such agents or collection proceedings hereunder attorneys-in-fact, if such agents or under attorneys-in-fact are selected by it with reasonable care. Neither the Administrative Agent nor any other Loan Document except to the extent requested by the Required Banksof its directors, and then only on terms and conditions satisfactory to the Agentofficers, and (d) employees or agents shall not be liable or responsible for any action taken or omitted to be taken by it or them hereunder or under any the other Loan Document or any other document or instrument referred to or provided for herein or therein Documents or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank hereby Holder irrevocably appoints and authorizes the Agent to act as its agent hereunder take such action on such Holder’s behalf and under the other Loan Documents with to exercise such powers hereunder as are specifically delegated to the Agent by the terms hereof and thereofor by the Indenture, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent undertakes to perform only such duties as are expressly set forth herein and in the Indenture and the Security Agreement, which shall be deemed purely ministerial in nature, and no other duties shall be implied and it may perform such duties by or through its agents, representatives or employees. Under no circumstances will the Agent be deemed to be an escrow company, trust company or a fiduciary to any Party or any other person under this Agreement. Agent shall have no duties liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. The Agent is authorized to take such action and to exercise such powers granted hereunder upon the written request or responsibilities except direction of the Trustee or other persons or entities in accordance with the terms of the Indenture, together with such powers as expressly set forth in this Agreement and are reasonably incidental thereto. Upon written request by a Holder, Agent will promptly deliver to such Holder copies of any statements or notices provided to Agent by Issuer or Trustee under the other Loan Documents, and shall not by reason of this Agreement Indenture or any other Loan Document be a trustee for any Bank; (b) the Notes. Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or Holder for the validityexecution, effectiveness, genuineness, enforceability validity, enforceability, collectability or sufficiency of this Agreement the Notes, or for any representations, warranties, recitals or statements made therein or made in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other Loan Document documents furnished or delivered in connection herewith or therewith by Agent to any Holder or by or on behalf of Issuer or the Trustee to Agent or any other document referred Holder, or be required to ascertain or provided for inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Notes. Agent shall not be responsible for insuring the Collateral or for the payment of any failure by taxes, assessments, charges or any other charges or liens of any nature whatsoever upon the Borrower to perform any Collateral or otherwise for the maintenance of the Collateral, except in the event Agent enters into possession of a part or all of the Collateral, in which event Agent shall preserve the part in its obligations hereunder or thereunder; (c) possession. Agent shall not be required to initiate ascertain or conduct any litigation or collection proceedings hereunder or under any other Loan Document except inquire as to the extent requested by the Required Banksexistence or possible existence of any Event of Default. Neither Agent nor any of its officers, and then only on terms and conditions satisfactory directors, employees, attorneys, representatives or agents shall be liable to the Agent, and (d) shall not be responsible Holders for any action taken or omitted to be taken by it hereunder or under any other Loan Document the Indenture or any other document or instrument referred to or provided for herein or therein the Notes or in connection herewith or therewith, except for therewith unless caused by its own or their gross negligence or willful misconduct. The No provision of this Agreement, the Indenture or the Notes, shall be deemed to impose any duty or obligation on Agent may employ agents to perform any act or to exercise any power in any jurisdiction in which it shall be illegal, or shall be deemed to impose any duty or obligation on Agent to perform any act or exercise any right or power if such performance or exercise (a) would subject Agent to a tax in a jurisdiction where it is not then subject to a tax or (b) would require Agent to qualify to do business in any jurisdiction where it is not so qualified. No Holder shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement, the Indenture or the Notes in accordance with the written instructions of the Trustee or any other persons or entities in accordance with the terms of the Indenture. Agent shall be entitled to refrain from exercising any power, discretion or authority vested in it under this Agreement or the Notes unless and attorneys-in-fact and shall not be responsible for until it has obtained the negligence written instructions of the Trustee or misconduct any other persons or entities in accordance with the terms of any such agents or attorneys-in-fact selected by it with reasonable carethe Indenture. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower agency hereby created shall not have any rights as a third party beneficiary of in no way impair or affect any of the provisions hereof. In performing its functions rights and powers of, or impose any duties under this Agreement and under the other Loan Documents, the or obligations upon Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed in any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankindividual capacity.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the The Collateral Agent to shall act as its agent for the Company hereunder and under the other Loan Documents with such powers as are specifically delegated to vested in the Collateral Agent by the terms hereof and thereofof this Agreement, together with such other powers as are reasonably incidental thereto. The Each of the Collateral Agent, the Custodial Agent and the Securities Intermediary: (a) shall have no duties or responsibilities except as those expressly set forth or incorporated in this Agreement and the other Loan Documents, and no implied covenants or obligations shall not by reason of be inferred from this Agreement against any of them, nor shall any of them be bound by the provisions of any agreement by any party hereto beyond the specific or any other Loan Document be a trustee for any Bankincorporated terms hereof; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties recitals contained in this Agreement or any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any Bank it under, this Agreement, the New Securities or the Purchase Contract Agreement or any other Loan Document(except as specifically incorporated by reference herein), or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement (other than as against the Collateral Agent, the Custodial Agent or any other Loan Document the Securities Intermediary), the New Securities or the Purchase Contract Agreement or any other document referred to or provided for herein (except as specifically incorporated by reference herein) or therein or for any failure by the Borrower Company or any other Person (except the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be) to perform any of its obligations hereunder or thereunderthereunder or for the perfection, priority or, except as expressly required hereby, maintenance of any security interest created hereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document (except to in the extent requested by case of the Required Banks, and then only on terms and conditions satisfactory to the Collateral Agent, and pursuant to directions furnished under Section 8.2 hereof, subject to Section 8.6 hereof); (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents ; and attorneys-in-fact and (e) shall not be responsible for required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, the negligence New Securities or misconduct of any such agents or attorneys-in-fact selected by it other property deposited hereunder in accordance with reasonable carethe terms hereof. The provisions Subject to the foregoing, during the term of this Article VII are solely for Agreement, the benefit Collateral Agent shall take all reasonable action in connection with the safekeeping and preservation of the Collateral hereunder. No provision of this Agreement shall require the Collateral Agent, the Custodial Agent and or the Banks, and Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the Borrower shall not have any rights as a third party beneficiary performance of any of the provisions hereofits duties hereunder. In performing its functions and duties under this Agreement and under no event shall the other Loan DocumentsCollateral Agent, the Custodial Agent shall act solely as agent or the Securities Intermediary be liable for any amount in excess of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties Value of the Collateral. Notwithstanding the foregoing, the Collateral Agent, the Custodial Agent shall be ministerial and administrative Securities Intermediary, each in natureits individual capacity, and the Agent shall not have by reason hereby waive any right of this Agreement setoff, bankers lien, liens or perfection rights as Securities Intermediary or any other Loan Document a fiduciary relationship in counterclaim with respect to any of any Bankthe Collateral.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent GE Capital to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof of this Agreement and thereofof the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 9.5 and the first sentence of Section 9.6 hereof shall include reference to its affiliates (including GECMG) and its own and its affiliates’ officers, directors, employees and agents): (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitalsRecitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Loan Party or any other Person to perform any of its obligations hereunder or thereunder; and (c) shall not be required responsible to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible Lenders for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carein good faith. The provisions Agent may deem and treat the payee of this Article VII are solely any Revolving Credit Note as the holder thereof for the benefit all purposes hereof unless and until a notice of the Agent and the Banks, and the Borrower assignment or transfer thereof shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust been filed with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankAgent.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 9.5 hereof shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents): (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and or in any of the other Loan Credit Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any of the other Loan Document, or documents in any certificate or any of the other document referred to or provided for in, Credit Documents or received by any Bank an of them under, this Agreement or any of the other Loan DocumentCredit Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, any Note or any of the other Loan Document or any other document referred to or provided for herein or therein Credit Documents or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder, or for the satisfaction of any condition precedent specified in Section 4 hereof; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any of the other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithCredit Documents, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent shall be conclusively entitled to assume that the conditions precedent set forth in Section 4 hereof have been satisfied unless the Agent has received written notice from a Bank referring to the relevant Section and stating that the relevant condition has not been satisfied or unless the certificate furnished by the Borrower pursuant thereto so indicates. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carein good faith. The provisions Agent may deem and treat the payee of this Article VII are solely any Note as the holder thereof for the benefit all purposes hereof unless and until a written notice of the Agent and assignment or transfer thereof shall have been filed with the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankAgent.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the The Collateral Agent to shall act as its agent for the Company hereunder and under the other Loan Documents with such powers as are specifically delegated to vested in the Collateral Agent by the terms hereof and thereofof this Agreement, together with such other powers as are reasonably incidental thereto. The Each of the Collateral Agent, the Custodial Agent and the Securities Intermediary: (a) shall have no duties or responsibilities except as those expressly set forth or incorporated in this Agreement and the other Loan Documents, and no implied covenants or obligations shall not by reason of be inferred from this Agreement against any of them, nor shall any of them be bound by the provisions of any agreement by any party hereto beyond the specific or any other Loan Document be a trustee for any Bankincorporated terms hereof; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties recitals contained in this Agreement or any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any Bank it under, this Agreement, the Equity Units or the Purchase Contract Agreement or any other Loan Document(except as specifically incorporated by reference herein), or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement (other than as against the Collateral Agent, the Custodial Agent or any other Loan Document the Securities Intermediary), the Equity Units or the Purchase Contract Agreement or any other document referred to or provided for herein (except as specifically incorporated by reference herein) or therein or for any failure by the Borrower Company or any other Person (except the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be) to perform any of its obligations hereunder or thereunderthereunder or for the perfection, priority or, except as expressly required hereby, maintenance of any security interest created hereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document (except to in the extent requested by case of the Required Banks, and then only on terms and conditions satisfactory to the Collateral Agent, and pursuant to directions furnished under Section 8.2 hereof, subject to Section 8.6 hereof); (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents ; and attorneys-in-fact and (e) shall not be responsible for required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, the negligence Equity Units or misconduct of any such agents or attorneys-in-fact selected by it other property deposited hereunder in accordance with reasonable carethe terms hereof. The provisions Subject to the foregoing, during the term of this Article VII are solely for Agreement, the benefit Collateral Agent shall take all reasonable action in connection with the safekeeping and preservation of the Collateral hereunder. No provision of this Agreement shall require the Collateral Agent, the Custodial Agent and or the Banks, and Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the Borrower shall not have any rights as a third party beneficiary performance of any of the provisions hereofits duties hereunder. In performing its functions and duties under this Agreement and under no event shall the other Loan DocumentsCollateral Agent, the Custodial Agent shall act solely as agent or the Securities Intermediary be liable for any amount in excess of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties Value of the Collateral. Notwithstanding the foregoing, the Collateral Agent, the Custodial Agent shall be ministerial and administrative Securities Intermediary, each in natureits individual capacity, and the Agent shall not have by reason hereby waive any right of this Agreement setoff, banker's lien, liens or perfection rights as Securities Intermediary or any other Loan Document a fiduciary relationship in counterclaim with respect to any of any Bankthe Collateral.

Appointment, Powers and Immunities. Each Bank hereby Lender (including any Lender in its capacity as a counterparty to a Hedging Agreement) irrevocably designates, appoints and authorizes the Agent Xxxxx Fargo to act as its agent both Administrative Agent and Collateral Agent, hereunder and under the other Loan Documents Financing Agreements with such powers as are specifically delegated to the Administrative Agent and Collateral Agent, respectively by the terms hereof of this Agreement and thereofof the other Financing Agreements, together with such other powers as are reasonably incidental thereto. The Agent: Agents (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and in the other Loan DocumentsFinancing Agreements, and shall not by reason of this Agreement or any other Loan Document Financing Agreement be a trustee or fiduciary for any BankLender (including any Lender in its capacity as a counterparty to a Hedging Agreement or provider of Bank Products and Cash Management Services); (b) shall not be responsible to the Banks Lenders (including any Lender in its capacity as a counterparty to a Hedging Agreement or provider of Bank Products and Cash Management Services) for any recitals, statements, representations or warranties contained in this Agreement or in any of the other Loan DocumentFinancing Agreements, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan DocumentFinancing Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document Financing Agreement or any other document referred to or provided for herein or therein or for any failure by the Borrower or any Obligor or any other Person to perform any of its obligations hereunder or thereunder; and (c) shall not be required responsible to initiate Lenders (including any Lender in its capacity as a counterparty to a Hedging Agreement or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, provider of Bank Products and then only on terms and conditions satisfactory to the Agent, and (dCash Management Services) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document Financing Agreement or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carein good faith. The provisions of this Article VII are solely for Agents may deem and treat the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary payee of any of note as the provisions hereof. In performing its functions holder thereof for all purposes hereof unless and duties under this Agreement until the assignment thereof pursuant to an agreement (if and under to the other Loan Documents, the Agent extent permitted herein) in form and substance satisfactory to Agents shall act solely as agent of the Banks have been delivered to and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have acknowledged by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankAgents.

Appointment, Powers and Immunities. (a) Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms hereof of this Agreement and thereofthe other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. Any reference to the Lead Arranger, the Co-Documentation Agents, the Co-Managing Agents or the Syndication Agent in any of the Credit Documents shall be solely for titular purposes and Rabobank, as the Lead Arranger, Xxxxx Fargo, as the Syndication Agent, ING Capital LLC, as a Co-Documentation Agent, Barclays Bank PLC, as a Co-Documentation Agent, Royal Bank of Canada, as a Co-Managing Agent, and The PrivateBank and Trust Company, as a Co-Managing Agent: , shall not have any duties, responsibilities or obligations or any liabilities under this 121 Agreement or any other Credit Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Credit Documents shall not require the consent of the Lead Arranger, the Syndication Agent, the Co-Documentation Agents or the Co-Managing Agents in such respective capacities. The Administrative Agent shall not (ai) shall have no any duties or responsibilities except as those expressly set forth in this Agreement and or in any other Credit Document, (ii) be a trustee for any Lender or (iii) have any fiduciary duty to any Lender. Notwithstanding anything to the other Loan Documentscontrary contained herein, and the Administrative Agent shall not by reason of be required to take any action which is contrary to this Agreement or any other Loan Credit Document be a trustee for or any Bank; (b) applicable Governmental Rule. Neither the Administrative Agent nor any Lender shall not be responsible to the Banks any other Lender for any recitals, statements, representations or warranties made by any CBII Entity contained in this Agreement or in any other Loan Credit Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Credit Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Loan Party to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions Neither the Administrative Agent nor any of its directors, officers, employees, agents or advisors shall be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction. Except as otherwise provided under this Article VII are solely Agreement, the Administrative Agent shall take such action with respect to the Credit Documents as shall be directed by the Required Lenders. Each of the Secured Parties hereby appoints the administrative agent for the benefit Lenders (or any successor appointed in accordance with Section 7.06) to act as its agent (in such capacity, the “Collateral Agent”) with respect to all matters relating to the Security Documents and Rabobank, as administrative agent for the Lenders as of the Agent and the BanksEffective Date, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankhereby accepts such appointment.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Administrative Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful wilful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Administrative Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Administrative Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank, except that it will hold in trust for the account of each Bank any monies received by it which are payable to such Bank hereunder.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent and Collateral Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent or Collateral Agent by the terms hereof of this Restated Credit Agreement and thereofthe other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Neither Administrative Agent nor Collateral Agent shall have no any duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Restated Credit Agreement or in any other Loan Document Credit Document, be a trustee for any Bank or have any fiduciary duty to any Bank; (b) . Notwithstanding anything to the contrary contained herein, neither Administrative Agent nor Collateral Agent shall not be required to take any action which is contrary to this Restated Credit Agreement or any other Credit Document or applicable law. Neither Administrative Agent nor Collateral Agent nor any Bank shall be responsible to the Banks any other Agent or Bank for any recitals, statements, representations or warranties made by Borrower or any Subsidiary contained in this Restated Credit Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Credit Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Restated Credit Agreement, or any other Loan Credit Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any Subsidiary to perform any of its their respective obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, . Administrative Agent and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible to any other Agent or Bank for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions Neither Administrative Agent nor Collateral Agent nor any of their respective directors, officers, employees or agents shall be responsible to any other Agent or any Bank for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Article VII are solely for the benefit of the Restated Credit Agreement, Administrative Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Collateral Agent shall act solely take such action with respect to the Credit Documents as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and directed by the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankRequired Banks.

Appointment, Powers and Immunities. Each Bank Bank, the Syndication Agent, the Arranger and the Co-Arranger hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank, the Syndication Agent, the Arranger or the Co-Arranger; (b) shall not be responsible to the Banks Banks, the Arranger or the Co-Arranger for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank Bank, the Arranger or the Co-Arranger under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Administrative Agent, ; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Administrative Agent and the Banks, the Syndication Agent, the Arranger and the Co-Arranger, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Administrative Agent shall act solely as agent of the Banks Banks, the Syndication Agent, the Arranger and the Co-Arranger and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank, the Syndication Agent, the Arranger or the Co-Arranger.

Appointment, Powers and Immunities. 12.1.1 Each Bank Lender Group Member hereby irrevocably appoints and authorizes the Person designated as Lender Group Agent on such Lender Group's respective signature page hereto to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically expressly delegated to a Lender Group Agent with respect to such Lender Group (and the Agent Lender Group Members thereof) by the terms hereof of this Agreement and thereofthe other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) No Lender Group Agent shall have no any duties or responsibilities except as those expressly set forth in this Agreement or in any other Credit Document, or be a trustee or a fiduciary for any Bank, any Lender Group or any Lender Group Member (including the Related Bank and the other Loan DocumentsCP Conduit that are members of its respective Lender Group). Notwithstanding anything to the contrary contained herein, and no Lender Group Agent shall not by reason of be required to take any action which is contrary to this Agreement or any other Loan Document be a trustee for Credit Documents or any Bank; (b) Legal Requirement or exposes such Lender Group Agent to any liability. No Lender Group Agent nor any of its Affiliates shall not be responsible to any Bank, and Lender Group or any Lender Group Member (including the Banks Related Bank and the CP Conduit that are members of its respective Lender Group) for any recitals, statements, representations or warranties made by any Equity Party, Borrower, any other Credit Party or any of their Affiliates contained in this Agreement or any other Loan DocumentAgreement, the Credit Documents or in any certificate or other document referred to or provided for in, or received by any Bank undersuch Lender Group Agent under the Credit Documents, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document the Credit Documents, the Notes or any other document referred to or provided for herein or therein or for any failure by the Borrower any Equity Party, Borrower, any other Credit Party or any of their Affiliates to perform any of its their respective obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Each Lender Group Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically expressly delegated to the Agent by the terms hereof of this Agreement and thereofthe other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have no any duties or responsibilities except as those expressly set forth in this Agreement and or in any other Credit Document, be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the other Loan Documents, and contrary contained herein Agent shall not by reason of be required to take any action which is contrary to this Agreement or any other Loan Credit Document be a trustee for or applicable law. Neither Agent nor any Bank; (b) Lender shall not be responsible to the Banks any other Lender for any recitals, statements, representations or warranties made by Borrower or any of its Subsidiaries contained in this Agreement or in any other Loan Credit Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Credit Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform or any of its Subsidiaries to perform their respective obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Neither Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of nor any of the provisions hereofits directors, officers, employees, agents or advisors shall be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. In performing its functions and duties Except as otherwise provided under this Agreement and under the other Loan DocumentsAgreement, the Agent shall act solely take such action with respect to the Credit Documents as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and directed by the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankRequired Lenders.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank Lender under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required BanksLenders, and then only on terms and conditions reasonably satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful wilful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the BanksLenders, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankLender.

Appointment, Powers and Immunities. (a) Each Bank Lender hereby irrevocably appoints and authorizes the Agent Xxxxx Fargo Bank, National Association and its successors to act as its administrative agent hereunder and under the other Loan Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms hereof of this Agreement and thereofthe other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Agent: (a) Lead Arranger shall not have no any duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of or any liabilities under this Agreement or any other Loan Document and, except to the extent expressly set forth in Section 9.2(b), any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Loan Documents shall not require the consent of the Lead Arranger in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Loan Document, be a trustee for any Bank; (b) Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Loan Document or any applicable Governmental Rule. None of the Administrative Agent or any Lender shall be responsible to the Banks any other Lender for any recitals, statements, representations or warranties made by any Borrower contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the any Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit None of the Administrative Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of or any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documentsdirectors, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards officers, employees, agents or relationship of agency or trust with or for the Borrower. The duties of the Agent advisors shall be ministerial and administrative in nature, and the Agent shall not have responsible to any Lender for any action taken or omitted to be taken by reason of this Agreement it or them hereunder or under any other Loan Document a fiduciary relationship or in connection herewith or therewith, except to the extent arising from its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, the Administrative Agent shall take such action with respect to the Loan Documents as shall be directed by the Required Lenders or in the absence of any Banksuch direction such action as the Administrative Agent in good xxxxx xxxxx advisable under the circumstances.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably designates, appoints and authorizes the Agent Wachovia Capital Finance Corporation (Western) to act as its agent Agent hereunder and under the other Loan Documents Financing Agreements with such powers as are specifically delegated to the Agent by the terms hereof of this Agreement and thereofof the other Financing Agreements, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and in the other Loan DocumentsFinancing Agreements, and shall not by reason of this Agreement or any other Loan Document Financing Agreement be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan DocumentFinancing Agreement, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan DocumentFinancing Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document Financing Agreement or any other document referred to or provided for herein or therein or for any failure by the any Borrower or any Obligor or any other Person to perform any of its obligations hereunder or thereunder; and (c) shall not be required responsible to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible Lenders for any action taken or omitted to be taken by it hereunder or under any other Loan Document Financing Agreement or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carein good faith. The provisions of this Article VII are solely for Agent may deem and treat the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary payee of any of note as the provisions hereof. In performing its functions holder thereof for all purposes hereof unless and duties under this Agreement until the assignment thereof pursuant to an agreement (if and under to the other Loan Documents, the extent permitted herein) in form and substance satisfactory to Agent shall act solely as agent of the Banks have been delivered to and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have acknowledged by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankAgent.

Appointment, Powers and Immunities. Each Bank Party hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically expressly delegated to the Agent by the terms hereof of this Agreement and thereofthe other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have no any duties or responsibilities except as those expressly set forth in this Agreement and or in any other Credit Document, be a trustee for any Bank Party or have any fiduciary duty to any Bank Party. Notwithstanding anything to the other Loan Documentscontrary contained herein, and Agent shall not by reason of be required to take any action which is contrary to this Agreement or any other Loan Credit Document be a trustee for or applicable law. Neither Agent nor any Bank; (b) Bank Party shall not be responsible to the Banks Agent or any other Bank Party for any recitals, statements, representations or warranties made by Borrower or any of its Subsidiaries contained in this Agreement or in any other Loan Credit Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, or any other Loan Credit Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any of its Subsidiaries to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Bank Party for the negligence or misconduct of any such agents or attorneys-in-fact selected by it them with reasonable care. The provisions of this Article VII are solely for the benefit None of the Agent and the Banksor its directors, and the Borrower officers, employees or agents shall not have be responsible to any rights Bank Party for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Except as a third party beneficiary of any of the provisions hereof. In performing its functions and duties otherwise provided under this Agreement and under the other Loan DocumentsAgreement, the Agent shall act solely take such action with respect to the Credit Documents as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and directed by the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankRequired Banks.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this Section 11 shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Basic Documents, and shall not by reason of this Agreement or any other Loan Basic Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Basic Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Basic Document or any other document referred to or provided for herein or therein or for any failure by the Company, the Canadian Borrower or any of the Subsidiary Guarantors or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Basic Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, Majority Lenders; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Basic Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Administrative Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Administrative Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Administrative Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Any Loan Documents executed in favor of Agent shall be held by Agent for the ratable benefit of the Lenders. Agent ("Agent: " as used in this SECTION 10 shall include reference to its Affiliates and its own and its Affiliates' respective officers, shareholders, directors, employees and agents) (a) shall not have no any duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or any Property covered thereby or for any failure by the Borrower any Obligor or any other Person to perform any of its obligations hereunder or thereunder, and shall not have any duty to inquire into or pass upon any of the foregoing matters; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and Majority Lenders; (d) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, including, without limitation, pursuant to its own negligence, except for its own gross negligence or willful misconduct; (e) shall not be bound by or obliged to recognize any agreement among or between Borrower and any Lender to which Agent is not a party, regardless of whether Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to Agent in accordance with the terms of this Agreement or any other Loan Document; (g) shall not be responsible for any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, and (h) shall not be responsible for the acts or edicts of any Governmental Authority. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions In any foreclosure proceeding concerning any Collateral, each holder of this Article VII are solely an Obligation if bidding for the benefit of the Agent its own account or for its own account and the Banks, and accounts of other Lenders is prohibited from including in the Borrower shall not have any rights amount of its bid an amount to be applied as a third party beneficiary of any of credit against the provisions hereof. In performing its functions and duties under this Agreement and under Obligations held by it or the Obligations held by the other Loan DocumentsLenders; instead, the such holder must bid in cash only. However, in any such foreclosure proceeding, Agent shall act solely as agent of the Banks and does not assume and may (but shall not be deemed to have assumed any obligation towards or relationship obligated to) submit a bid for all Lenders (including itself) in the form of agency or trust with or for a credit against the Borrower. The duties of the Agent shall be ministerial and administrative in natureObligations, and the Agent or its designee may (but shall not have by reason be obligated to) accept title to such collateral for and on behalf of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankall Lenders.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation (other than such obligations that are specifically described herein) towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. (a) Each Bank Lender hereby irrevocably appoints and authorizes the Agent Xxxxx Fargo Bank, National Association and its successors to act as its administrative agent hereunder and under the other Loan Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms hereof of this Agreement and thereofthe other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Agent: (a) Lead Arranger shall not have no any duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of or any liabilities under this Agreement or any other Loan Document and, except to the extent expressly set forth in Section 9.2(b), any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Loan Documents shall not require the consent of the Lead Arranger in such capacity. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Loan Document, be a trustee for any Bank; (b) Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Loan Document or any applicable Governmental Rule. None of the Administrative Agent or any Lender shall be responsible to the Banks any other Lender for any recitals, statements, representations or warranties made by any Borrower contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the any Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit None of the Administrative Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of or any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documentsdirectors, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards officers, employees, agents or relationship of agency or trust with or for the Borrower. The duties of the Agent advisors shall be ministerial and administrative in nature, and the Agent shall not have responsible to any Lender for any action taken or omitted to be taken by reason of this Agreement it or them hereunder or under any other Loan Document a fiduciary relationship or in connection herewith or therewith, except to the extent arising from its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, the Administrative Agent shall take such action with respect to the Loan Documents as shall be directed by the Required Lenders or in the absence of any Banksuch direction such action as the Administrative Agent in good xxxxx xxxxx advisable under the circumstances.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, ; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions provi sions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank hereby Lender and the Issuing Lender irrevocably designates, appoints and authorizes the Agent (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint and authorize) Xxxxx Fargo to act as its agent the Administrative Agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof of this Agreement and thereofof the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any of the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Loan Party or any other Person to perform any of its obligations hereunder or thereunder; and (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except responsible to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible Lenders for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Administrative Agent may employ agents agents, bailees, custodians and attorneys-in-attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact persons selected by it with reasonable carein good faith. The provisions of this Article VII are solely for Administrative Agent may deem and treat the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary payee of any of note as the provisions hereof. In performing its functions holder thereof for all purposes hereof unless and duties under this Agreement until the assignment thereof pursuant to an agreement (if and under to the other Loan Documents, extent permitted herein) in form and substance satisfactory to the Administrative Agent shall act solely as agent of have been delivered to and acknowledged by the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankAdministrative Agent.

Appointment, Powers and Immunities. Each Bank hereby Canadian Lender irrevocably designates, appoints and authorizes the Agent Wachovia to act as its agent Agent hereunder and under the other Loan Documents Financing Agreements with such powers as are specifically delegated to the Agent by the terms hereof of this Agreement and thereofof the other Financing Agreements, together with such other powers as are reasonably incidental thereto. The Agent: Each Tranche B Lender irrevocably designates, appoints and authorizes Monroe to act as Tranche B Agent hereunder and under the other Financing Agreements with such powers as are specifically delegated to Tranche B Agent by the terms of this Agreement and of the other Financing Agreements, together with such other powers as are reasonably incidental thereto. Each of Agent and Tranche B Agent (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and in the other Loan DocumentsFinancing Agreements, and shall not by reason of this Agreement or any other Loan Document Financing Agreement be a trustee or fiduciary for any BankCanadian Lender; (b) shall not be responsible to the Banks Canadian Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any of the other Loan DocumentFinancing Agreements, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan DocumentFinancing Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document Financing Agreement or any other document referred to or provided for herein or therein or for any failure by the Canadian Borrower or any Obligor or any other Person to perform any of its obligations hereunder or thereunder; and (c) shall not be required responsible to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible Canadian Lenders for any action taken or omitted to be taken by it hereunder or under any other Loan Document Financing Agreement or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Each of Agent and Tranche B Agent may employ agents and attorneys-in-fact and delegate its obligations hereunder to such agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carein good faith. The provisions Each of this Article VII are solely for the benefit of the Agent and Tranche B Agent may deem and treat the Banks, and the Borrower shall not have any rights as a third party beneficiary payee of any of note as the provisions hereof. In performing its functions holder thereof for all purposes hereof unless and duties under this Agreement until the assignment thereof pursuant to an agreement (if and under to the other Loan Documents, the Agent extent permitted herein) in form and substance satisfactory to it shall act solely as agent of the Banks have been delivered to and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have acknowledged by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankit.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably designates and appoints BankBoston, N.A., which designation and authorizes appointment is coupled with an interest, as the Agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes BankBoston, N.A., as the Agent of such Lender, to act as take such action on its agent hereunder behalf under the provisions of this Agreement and under the other Loan Documents with and to exercise such powers and perform such duties as are specifically expressly delegated to the Agent by the terms hereof of this Agreement and thereofthe other Loan Documents, together with such other powers as are reasonably incidental thereto. The AgentAgent and its affiliates and their officers, directors, employees and agents) shall not: (a) shall have no any duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document to be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any Bank either of them under, this Agreement or any other Loan DocumentAgreement, or for the value, validity, effectiveness, genuineness, enforceability enforceability, perfection or sufficiency of this Agreement or Agreement, any Note, any Security Document, any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the any Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, Lenders; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it selects with reasonable care. The provisions of this Article VII are solely for Subject to the benefit foregoing, and to Section 9.7, the Agent shall, on behalf of the Agent Lenders, (a) hold and the Banksapply any and all Collateral, and the Borrower shall not have proceeds thereof, at any rights as a third party beneficiary of any time received by it, in accordance with the provisions of the provisions hereof. In performing its functions Security Documents and duties under this Agreement Agreement; (b) exercise any and under the other Loan Documentsall rights, the Agent shall act solely as agent powers and remedies of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of Lenders under this Agreement or any other Loan Document a fiduciary relationship in respect of the Security Documents, including the giving of any Bankconsent or waiver or the entering into of any amendment, subject to the provisions of Section 9.7; (c) execute, deliver and file UCC financing statements, mortgages, deeds of trust, lease assignments and other such agreements, and possess instruments on behalf of any or all of the Lenders; and (d) in the event of acceleration of the Borrowers' Indebtedness hereunder, sell or otherwise liquidate or dispose of any portion of the Collateral held by it and otherwise exercise the rights of the Lenders hereunder and under the Security Documents.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions reasonably satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful wilful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent Landesbank Schleswig-Holstein Girozentrale ("LB Kiel") to act as its agent Administrative Agent hereunder and under the other Loan Operative Documents with such xxxx xxch powers as are specifically delegated to the Administrative Agent by the terms hereof of this Agreement and thereofof the other Operative Documents, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent shall take all actions delegated to it hereunder as an agent solely for the benefit of the Lenders. The Administrative Agent (awhich term as used in this sentence and in Section 14(c) and the first sentence of Section 14(f) hereof shall include reference to its Affiliates and its own and their Affiliates' officers, directors, employees and agents, or either of them): (i) shall have no duties or responsibilities except as those expressly set forth in this Agreement and in the other Loan Operative Documents, and shall not by reason of this Agreement or any other Loan Operative Document be a trustee for any Bankthe Lenders; (bii) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Operative Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Operative Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, any Note or any other Loan Operative Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (ciii) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and Operative Document; (div) shall not be responsible to the Lenders for any action taken or omitted to be taken by it hereunder or under any other Loan Operative Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct; and (v) may be removed from its role as Administrative Agent by the Lenders with or without cause and upon notice by Lenders to the Borrower. The Administrative Agent shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheld. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankgood faith.

Appointment, Powers and Immunities. (a) Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms hereof of this Agreement and thereofthe other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Agent: (a) Administrative Agent shall not have no any duties or responsibilities except as those expressly set forth in this Agreement and or in any other Credit Document, be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the other Loan Documentscontrary contained herein, and the Administrative Agent shall not by reason of be required to take any action which is contrary to this Agreement or any other Loan Credit Document be a trustee for or any Bank; (b) applicable Governmental Rule. Neither the Administrative Agent nor any Lender shall not be responsible to the Banks any other Lender for any recitals, statements, representations or warranties made by any Loan Party contained in this Agreement or in any other Loan Credit Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Credit Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Loan Party to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may each employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions Neither the Administrative Agent nor any of their respective directors, officers, employees, agents or advisors shall be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Article VII are solely for Agreement, the benefit of Administrative Agent shall take such action with respect to the Credit Documents as shall be directed by the Required Lenders. If Administrative Agent and seeks the Banks, and the Borrower shall not have any rights as a third party beneficiary consent or approval of any of Lender to the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documentstaking or refraining from taking any action hereunder, the then Administrative Agent shall act solely as agent of the Banks and does not assume and shall not be deemed send notice thereof to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankeach Lender.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent Hamburgische Landesbank-Girozentrale- ("HLB") to act as its agent Administrative Agent hereunder and under the other Loan Operative Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof of this Agreement and thereofof the other Operative Documents, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent shall take all actions delegated to it hereunder as an agent solely for the benefit of the Lenders. The Administrative Agent (awhich term as used in this sentence and in Section 14(c) and the first sentence of Section 14(f) hereof shall include reference to its Affiliates and its own and their Affiliates' officers, directors, employees and agents, or either of them): (i) shall have no duties or responsibilities except as those expressly set forth in this Agreement and in the other Loan Operative Documents, and shall not by reason of this Agreement or any other Loan Operative Document be a trustee for any Bankthe Lenders; (bii) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Operative Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Operative Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, any Note or any other Loan Operative Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (ciii) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and Operative Document; (div) shall not be responsible to the Lenders for any action taken or omitted to be taken by it hereunder or under any other Loan Operative Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct; and (v) may be removed from its role as Administrative Agent by the Lenders with or without cause and upon notice by Lenders to the Borrower. The Administrative Agent shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheld. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankgood faith.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunderthereunder or for the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent; (c) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Banks (or such other number or percentage of the Banks as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to initiate take any action that, in its opinion or conduct the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agentor applicable law, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The exculpatory provisions of this Article shall apply to any such agent and any such attorneys-in-fact, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The provisions of this Article VII are solely for the benefit of the Administrative Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Section 7.10). In performing its functions and duties under this Agreement and under the other Loan Documents, the Administrative Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship or any implied duties, regardless of whether a Default has occurred and is continuing, in respect of any Bank.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Administrative Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact attorneys‑in‑fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact attorneys‑in‑fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Administrative Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereofhereof (other than Section 7.10). In performing its functions and duties under this Agreement and under the other Loan Documents, the Administrative Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent Erste Bank der oesterreichischen Sparkassen AG ("Erste") to act as its agent Administrative Agent hereunder and under the other Loan Operative Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof of this Agreement and thereofof the other Operative Documents, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent shall take all actions delegated to it hereunder as an agent solely for the benefit of the Lenders. The Administrative Agent (awhich term as used in this sentence and in Section 14(c) and the first sentence of Section 14(f) hereof shall include reference to its Affiliates and its own and their Affiliates' officers, directors, employees and agents, or either of them): (i) shall have no duties or responsibilities except as those expressly set forth in this Agreement and in the other Loan Operative Documents, and shall not by reason of this Agreement or any other Loan Operative Document be a trustee for any Bankthe Lenders; (bii) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Operative Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Operative Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, any Note or any other Loan Operative Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (ciii) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and Operative Document; (div) shall not be responsible to the Lenders for any action taken or omitted to be taken by it hereunder or under any other Loan Operative Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct; and (v) may be removed from its role as Administrative Agent by the Lenders with or without cause and upon notice by Lenders to the Borrower. The Administrative Agent shall not assign its interest to any replacement agent who is not a bank or financial institution with a net worth (or capital and surplus, as the case may be) in excess of $500,000,000 without the Borrower's prior written consent, such consent not to be unreasonably withheld. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankgood faith.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Basic Documents with such powers as are specifically delegated to the Agent by the terms hereof of this Agreement and thereofof the other Basic Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 hereof shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and in the other Loan Basic Documents, and shall not by reason of this Agreement or any other Loan Basic Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Basic Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any collateral security provided for by any of the Security Documents, or of this Agreement Agreement, any Note or any other Loan Basic Document or any other document referred to or provided for herein or therein therein, or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, Basic Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carein good faith. The provisions Agent may deem and treat the payee of this Article VII are solely any Note as the holder thereof for the benefit all purposes hereof unless and until a notice of the Agent and assignment or transfer thereof shall have been filed with the BanksAgent, and together with the Borrower shall not have any rights as a third party beneficiary of any consent of the provisions Company to such assignment or transfer (to the extent provided in Section 12.06(b) hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank).

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof of this Agreement and thereofthe other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Neither the Agent nor any of its Affiliates, officers, directors, employees, attorneys or agents shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with this Agreement or any of the other Loan Documents except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, the Agent (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent, (b) shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Bank; Lender, (bc) shall not be required to initiate any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Lenders, (d) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Person to perform any of its obligations hereunder or thereunder; , (ce) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible liable for any action taken or omitted to be taken in good faith by it hereunder in accordance with the advice of such counsel, accountants or experts, and (f) shall incur no liability under or in respect of any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing reasonably believed by it to be genuine and signed or sent by the proper party or parties. As to any other document or instrument referred to or matters not expressly provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan DocumentsAgreement, the Agent shall act solely as agent in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Lenders, and such instructions of the Banks Required Lenders and does not assume and any action taken or failure to act pursuant thereto shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties binding on all of the Agent shall be ministerial and administrative in natureLenders; provided, and however, that the Agent shall not have by reason of be required to take any action which exposes the Agent to liability or which is contrary to this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankor applicable law.

Appointment, Powers and Immunities. Each Bank hereby Secured Party irrevocably designates, appoints and authorizes the Agent GACP to act as its agent Agent hereunder and under the other Loan Documents Financing Agreements, including the Intercreditor Agreement, with such powers as are specifically delegated to the Agent by the terms hereof of this Agreement and thereofof the other Financing Agreements, together with such other powers as are reasonably incidental thereto. The Agent: Agent (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and in the other Loan DocumentsFinancing Agreements, and shall not by reason of this Agreement or any other Loan Document Financing Agreement be a trustee or fiduciary for any BankSecured Party; (b) shall not be responsible to the Banks Secured Parties for any recitals, statements, representations or warranties contained in this Agreement or in any of the other Loan DocumentFinancing Agreements, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan DocumentFinancing Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document Financing Agreement or any other document referred to or provided for herein or therein or for any failure by the any Borrower or any Guarantor or any other Person to perform any of its obligations hereunder or thereunder; and (c) shall not be required responsible to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible Secured Parties for any action taken or omitted to be taken by it hereunder or under any other Loan Document Financing Agreement or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Agent may employ agents and attorneys-in-attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-attorneys in fact selected by it with reasonable carein good faith. The provisions of this Article VII are solely for Agent may deem and treat the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary payee of any of note as the provisions hereof. In performing its functions holder thereof for all purposes hereof unless and duties under this Agreement until the assignment thereof pursuant to an agreement (if and under to the other Loan Documents, the extent permitted herein) in form and substance satisfactory to Agent shall act solely as agent of the Banks have been delivered to and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have acknowledged by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankAgent.

Appointment, Powers and Immunities. Each Bank Senior Purchaser hereby irrevocably appoints and authorizes the Agent New York Life Insurance Company to act as its agent Senior Agent hereunder and under the other Loan Operative Documents with such powers as are specifically delegated to the Senior Agent by the terms hereof of this Agreement and thereofof the other Operative Documents, together with such other powers as are reasonably incidental thereto, and New York Life Insurance Company accepts such appointment. The Each Junior Purchaser hereby irrevocably appoints and authorizes Investec Bank plc to act as Junior Agent hereunder and under the other Operative Documents with such powers as are specifically delegated to the Junior Agent by the terms of this Agreement and of the other Operative Documents, together with such other powers as are reasonably incidental thereto, and Investec Bank plc accepts such appointment. Each Agent (which term as used in this sentence and in Section 15(e) and the first sentence of Section 15(f) hereof shall include reference to such Agent and its affiliates and such Agent: ’s and its affiliates’ officers, directors, employees and agents): (ai) shall have no duties or responsibilities except as those expressly set forth in this Agreement and in the other Loan Operative Documents, and shall not by reason of this Agreement or any other Loan Operative Document be a trustee for any BankPurchaser; (bii) shall not be responsible to the Banks Purchasers for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Operative Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Operative Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, any Note or any other Loan Operative Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Owner or any other Person to perform any of its obligations hereunder or thereunder; (ciii) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, Operative Document; and (div) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Operative Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Each Agent may employ agents and attorneys-in-attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-attorneys in fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankgood faith.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Letters of Credit and the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this Section 12 shall include reference to its affiliates and its own and their affiliates' officers, directors, employees and agents) shall not (a) shall have no any duties or responsibilities except as those expressly set forth in this Agreement Agreement, the Letters of Credit, and the other Loan Documents, and or shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Bank; (b) shall not be responsible to the Banks any Bank for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Letters of Credit or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement Agreement, the Letters of Credit or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, the Letters of Credit, or any other Loan Document or any other document referred to or provided for herein or therein or any property covered thereby or for any failure by the Borrower any Relevant Party or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under the Letters of Credit or any other Loan Document except to the extent Agent is so requested by the Required Majority Banks, and then only on terms and conditions satisfactory to the Agent, and or (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under the Letters or Credit or any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, including, without limitation, pursuant to their own negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions Without in any way limiting any of the foregoing, each Bank acknowledges that neither Agent nor any Issuer shall have any greater responsibility in the operation of the Letters of Credit than is specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision, International Chamber of Commerce Publication No. 500). In any foreclosure proceeding concerning any collateral for the Notes, each holder of a Note if bidding for its own account or for its own account and the accounts of other Banks is prohibited from including in the amount of its bid an amount to be applied as a credit against its Note or Notes or the Notes of the other Banks; instead, such holder must bid in cash only; provided that this Article VII are solely provision is for the sole benefit of Agent and the Banks and shall not inure to the benefit of the Company or any of its Subsidiaries. However, in any such foreclosure proceeding, Agent and may (but shall not be obligated to) submit a bid for all Banks (including itself) in the form of a credit against the Notes of all of the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing Agent or its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and designee may (but shall not be deemed obligated to) accept title to have assumed any obligation towards or relationship such collateral for and on behalf of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankall Banks.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which such term as used in this Section 9, shall, in each case, include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees’ and agents) (a) shall not have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks for any Lender for, or have any duty to ascertain or inquire into, any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other certificate or document referred to or provided for herein or therein or for any property covered thereby or any failure by any Party or any other Person (other than the Borrower Agent) to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required BanksLenders, and then only on terms and conditions satisfactory provided that the Agent shall not be required to take any action which exposes the AgentAgent to personal liability or which is contrary to this Agreement or any other Loan Documents or applicable law, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, INCLUDING PURSUANT TO ITS OWN NEGLIGENCE, except for its own gross negligence or willful misconduct. The Agent may employ engage agents and attorneys-in-fact for purposes of performing its duties under this Agreement and the other Loan Documents and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it them with reasonable care. The provisions of this Article VII are solely In any foreclosure proceeding concerning any collateral for the benefit Term Notes, each holder of a Term Note if bidding for its own account or for its own account and the accounts of other Lenders is prohibited from including in the amount of its bid an amount to be applied as a credit against its Term Note or the Term Notes of the other Lenders, instead such holder must bid in cash only. However, in any such foreclosure proceeding, the Agent and may (but shall not be obligated to) submit a bid for all Lenders (including itself) in the Banksform of a credit against the Term Notes of all of the Lenders, and the Borrower Agent or its designee may (but shall not have any rights as a third party beneficiary of any be obligated to), with the consent of the provisions hereofRequired Lenders, accept title to such collateral for and on behalf of all Lenders. In performing its functions The Lenders hereby empower, authorize and duties under direct the Agent, on behalf of the Lenders, to execute and deliver this Agreement and under Agreement, the other Loan Documents, the Agent First Lien Intercreditor Agreement and all related agreements, certificates, documents, or instruments as shall act solely as agent be necessary or appropriate to effect the purposes of the Banks and does not assume and shall not be deemed to have assumed Loan Documents. Each Lender agrees that any obligation towards or relationship of agency or trust with or for the Borrower. The duties of action taken by the Agent shall be ministerial and administrative in natureaccordance with the terms of this Agreement, the First Lien Intercreditor Agreement or the other Loan Documents, and the exercise by the Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall not have by reason be binding upon all of this Agreement the Lenders. Notwithstanding anything herein or in any other Loan Document to the contrary, to the extent there is a fiduciary relationship in respect conflict between this Agreement and any other Loan Document concerning the provisions of any Bankthis Section 9, this Agreement shall govern and control.

Appointment, Powers and Immunities. Each Bank Noteholder hereby irrevocably designates and appoints the Agent and any other person or entity chosen by Majority Noteholders to replace it, which designation and appointment is coupled with an interest, as the agent of such Noteholder under the Transaction Documents, and each such Noteholder irrevocably authorizes the Agent to act as its agent hereunder and take such action on the Noteholder's behalf under the other Loan provisions of the Transaction Documents with and to exercise such powers and perform such duties as are specifically expressly delegated to the Agent by the terms hereof and thereofof the Transaction Documents, together with such other powers as are reasonably incidental thereto. The AgentAgent shall not: (ai) shall have no any duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document to be a trustee for any BankNoteholder; (bii) shall not be responsible to the Banks Noteholders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Documentthe Transaction Documents, or in any certificate or other document referred to or provided for in, or received by any Bank either of them under, this Agreement or any other Loan Documentthe Transaction Documents, or for the value, validity, effectiveness, genuineness, enforceability enforceability, perfection or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein the Transaction Documents, or for any failure by the Borrower Company or any other person to perform any of its obligations hereunder or thereunder; (ciii) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document the Transaction Documents, except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, Majority Noteholders; and (div) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithherewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it selects with reasonable care. The provisions of this Article VII are solely for Subject to the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documentsforegoing, the Agent shall act solely as agent shall, on behalf of the Banks Noteholders, (a) hold and does not assume apply any and shall not be deemed to have assumed all Collateral, as defined in the SpectRx Security Agreement, the Pledge Agreement, the Sterling Security Agreement and the proceeds thereof, at any obligation towards or relationship time received by it, in accordance with the provisions of agency or trust with or for the Borrower. The duties those agreements and this Agreement; (b) exercise any and all rights, powers and remedies of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of Noteholders under this Agreement or any other Loan Document a fiduciary relationship in respect Transaction Document, including the giving of any Bankconsent or waiver or the entering into of any amendment; (c) execute, deliver and file UCC financing statements, assignments and other such agreements, and possess instruments on behalf of any of or all the Noteholders; (d) in the event of an Event of Default, sell or otherwise liquidate or dispose of any portion of the Collateral (as defined in the security agreements and Pledge Agreement) held by it and otherwise exercise the rights of the Noteholders hereunder and under the other Transaction Documents; and (e) exercise such other rights and powers as are provided in any Transaction Documents and approved by Majority Noteholders.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Credit Agreement and under the other Loan Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms hereof of this Credit Agreement and thereofthe other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender further authorizes and directs the Administrative Agent to execute and deliver releases (or similar agreements) to give effect to the provisions of this Credit Agreement and the other Credit Documents, including specifically, without limitation, the provisions of Section 8.5 hereof. The Agent: Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have no any duties or responsibilities except as those expressly set forth in this Credit Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreement or any other Loan Documentrepresentation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Credit Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreement or any other Loan Document Credit Document, or any other document referred to or provided for herein or therein or for any failure by the Borrower any Credit Party or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, Credit Document; and (de) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Any Loan Documents executed in favor of Agent shall be held by Agent for the ratable benefit of the Lenders. Agent ("Agent: " as used in this Section 10 shall include reference to its Affiliates and its own and its Affiliates' respective officers, shareholders, directors, employees and agents) (a) shall not have no any duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or any Property covered thereby or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder, and shall not have any duty to inquire into or pass upon any of the foregoing matters; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and Majority Lenders; (d) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, INCLUDING, WITHOUT LIMITATION, PURSUANT TO ITS OWN NEGLIGENCE, except for its own gross negligence or willful misconduct; (e) shall not be bound by or obliged to recognize any agreement among or between Borrower and any Lender to which Agent is not a party, regardless of whether Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to Agent in accordance with the terms of this Agreement or any other Loan Document; (g) shall not be responsible for any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, and (h) shall not be responsible for the acts or edicts of any Governmental Authority. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank Subject to Section 7.2 below, each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Unless expressly limited by the terms of Section 7.2 below, all provisions of this Agreement or the other Loan Documents which require the consent or approval of Agent shall be consented to, or not consented to, and approved by, or not approved by, Agent in its sole discretion. Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank Lender under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required BanksUnanimous Lenders or Requisite Lenders, as provided in Section 7.2 below, and then only on terms and conditions satisfactory to Agent; (d) may consult with the other Lenders, but shall have sole authority to approve all Draw Requests hereunder and make any determinations required by Section 2B.15, (e) upon Agent's determination that an Event of Default as set forth in Section 5.1 above has occurred, may (i) declare that such Event of Default exists, (ii) accelerate the Obligations as provided in Section 5.3 above, and (diii) manage litigation, including foreclosure proceedings, and (f) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The In administering the Loan, Agent shall have no greater responsibility to the Lenders than it would have if Agent were the sole Lender hereunder and will be deemed to have exercised reasonable care in performing its duties hereunder if it exercises the level of care substantially equal to that which Agent accords its own loans. Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Except as expressly provided herein, the provisions of this Article VII are solely for the benefit of the Agent and the BanksLenders, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankLender.

Appointment, Powers and Immunities. Each Lender and each Issuing Bank hereby irrevocably appoints and authorizes the each Applicable Agent to act as its agent hereunder and under the applicable Letters of Credit and the other applicable Loan Documents with such powers as are specifically delegated to the Applicable Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Each US Lender hereby irrevocably appoints and authorizes the Administrative Agent and each Issuing Bank of any US Letter of Credit to act as such Lender’s agent under the US Letters of Credit which such Issuing Bank has issued with such powers as are specifically delegated to the Administrative Agent and such Issuing Bank by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. Each Agent and each Issuing Bank (which such terms as used in this Section 9, shall, in each case, include reference to its respective Affiliates and its own and its Affiliates’ officers, directors, employees’ and agents) (a) shall not have no duties or responsibilities except as those expressly set forth in this Agreement Agreement, the Letters of Credit and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Letters of Credit or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement Agreement, the Letters of Credit or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, the Letters of Credit or any other Loan Document or any other certificate or document referred to or provided for herein or therein or any property covered thereby or for any failure by any Party or any other Person (other than the Borrower Applicable Agent or the applicable Issuing Bank) to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under the Letters of Credit or any other Loan Document except to the extent requested by the Required BanksLenders, and then only on terms and conditions satisfactory provided that no Agent nor any Issuing Bank shall be required to the Agenttake any action which exposes such Agent or such Issuing Bank to personal liability or which is contrary to this Agreement or any other Loan Documents or applicable law, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under the Letters of Credit or any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, INCLUDING PURSUANT TO ITS OWN NEGLIGENCE, except for its own gross negligence or willful misconduct. The Each Agent and each Issuing Bank may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it them with reasonable care. The provisions Without in any way limiting any of this Article VII are solely the foregoing, each Lender acknowledges that no Issuing Bank shall have any greater responsibility in the operation of the Letters of Credit issued by such Issuing Bank than is specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision, International Chamber of Commerce Publication No. 500 or any successor publication). In any foreclosure proceeding concerning any collateral for the benefit Notes, each holder of a Note if bidding for its own account or for its own account and the accounts of other applicable Lenders is prohibited from including in the amount of its bid an amount to be applied as a credit against its Note or the Notes of the other Lenders, instead such holder must bid in cash only. However, in any such foreclosure proceeding, the Applicable Agent and may (but shall not be obligated to) submit a bid for all applicable Lenders (including itself) in the Banksform of a credit against the applicable Class of Notes of all of the applicable Class of Lenders, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing Applicable Agent or its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and designee may (but shall not be deemed to have assumed any obligation towards or relationship of agency or trust obligated to), with or for the Borrower. The duties consent of the Agent shall be ministerial Required Lenders, accept title to such collateral for and administrative in nature, and on behalf of all of the Agent shall not have by reason applicable Class of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankLenders.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent GE Capital to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof of this Agreement and thereofof the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in SECTION 9.5 and the first sentence of SECTION 9.6 hereof shall include reference to its affiliates (including GECMG) and its own and its affiliates' officers, directors, employees and agents): (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Loan Party or any other Person to perform any of its obligations hereunder or thereunder; and (c) shall not be required responsible to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible Lenders for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carein good faith. The provisions Agent may deem and treat the payee of this Article VII are solely any Revolving Credit Note as the holder thereof for the benefit all purposes hereof unless and until a notice of the Agent and the Banks, and the Borrower assignment or transfer thereof shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust been filed with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankAgent.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent MGT to act as its Administrative Agent, provided, however, the Administrative Agent is hereby authorized to serve only as administrative and documentation agent hereunder for the Banks and under the other Loan Documents with to exercise such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental theretothereto and as are set forth in this Agreement and the other Loan Documents. The Agent: (a) Administrative Agent hereby acknowledges that it does not have the authority to negotiate any agreement which would bind the Banks or agree to any amendment, waiver or modification of any of the Loan Documents or bind the Banks except as set forth in this Agreement or the Loan Documents. Except as provided in this Agreement, and in the other Loan Documents, the Administrative Agent shall take action or refrain from acting only upon instructions of the Banks. It is agreed that the duties, rights, privileges and immunities of the Issuing Banks, in their capacity as issuers of Letters of Credit hereunder, shall be identical to the duties, rights, privileges and immunities of the Administrative Agent as provided in this Section 15. The Administrative Agent shall not have no any duties or responsibilities or any fiduciary relationship with any Bank except as those expressly set forth in this Agreement and the other Loan Documents, and . Neither the Administrative Agent nor any of its affiliates shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement made by the Borrower or any other Loan Document, Person whether contained herein or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, otherwise or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Agreement, the other Loan Document Documents or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein thereunder or in connection herewith or therewith, except for its own gross negligence or willful misconductrespect of the Notes. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for Administrative Agent, the benefit of the Agent Agents and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documentstheir directors, the Agent shall act solely as agent of the Banks and does not assume and officers, employees or agents shall not be deemed responsible for any action taken or omitted to have assumed any obligation towards be taken by it or relationship of agency them hereunder or trust with in connection herewith, except for its or for the Borrowertheir own gross negligence or willful misconduct. The duties of Administrative Agent in its separate capacity as a Bank shall have the Agent shall be ministerial same rights and administrative in nature, and the Agent shall not have by reason of this Agreement or powers hereunder as any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Secured Party and Issuing Bank hereby irrevocably designates, appoints and authorizes the Agent Wachovia to act as its agent Agent hereunder and under the other Loan Documents Financing Agreements with such powers as are specifically delegated to the Agent by the terms hereof of this Agreement and thereofof the other Financing Agreements, together with such other powers as are reasonably incidental thereto. The Agent: Agent (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and in the other Loan DocumentsFinancing Agreements, and shall not by reason of this Agreement or any other Loan Document Financing Agreement be a trustee or fiduciary for any BankSecured Party; (b) shall not be responsible to the Banks Secured Parties for any recitals, statements, representations or warranties contained in this Agreement or in any of the other Loan DocumentFinancing Agreements, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan DocumentFinancing Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document Financing Agreement or any other document referred to or provided for herein or therein or for any failure by the any Borrower or any Guarantor or any other Person to perform any of its obligations hereunder or thereunder; and (c) shall not be required responsible to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible Secured Parties for any action taken or omitted to be taken by it hereunder or under any other Loan Document Financing Agreement or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Agent may employ agents and attorneys-in-attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-attorneys in fact selected by it with reasonable carein good faith. The provisions of this Article VII are solely for Agent may deem and treat the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary payee of any of note as the provisions hereof. In performing its functions holder thereof for all purposes hereof unless and duties under this Agreement until the assignment thereof pursuant to an agreement (if and under to the other Loan Documents, the extent permitted herein) in form and substance satisfactory to Agent shall act solely as agent of the Banks have been delivered to and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have acknowledged by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankAgent.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-attorneys- in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank hereby Lender and the Issuing Lender irrevocably designates, appoints and authorizes the Agent (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint and authorize) Wachovia to act as its agent the Administrative Agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof of this Agreement and thereofof the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any of the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Loan Party or any other Person to 102 perform any of its obligations hereunder or thereunder; and (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except responsible to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible Lenders for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Administrative Agent may employ agents agents, bailees, custodians and attorneys-in-attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact persons selected by it with reasonable carein good faith. The provisions of this Article VII are solely for Administrative Agent may deem and treat the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary payee of any of note as the provisions hereof. In performing its functions holder thereof for all purposes hereof unless and duties under this Agreement until the assignment thereof pursuant to an agreement (if and under to the other Loan Documents, extent permitted herein) in form and substance satisfactory to the Administrative Agent shall act solely as agent of have been delivered to and acknowledged by the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankAdministrative Agent.

Appointment, Powers and Immunities. (a) Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Agent (ai) shall not have no any duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Credit Documents, and shall not by reason of this Agreement or any other Loan Credit Document be a trustee for any BankLender; (bii) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Credit Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Credit Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement or any other Loan Credit Document or any other document referred to or provided for herein or therein or any property covered thereby or for any failure by the Borrower any Party or any other Person to perform any of its obligations hereunder or thereunder, and shall not have any duty to inquire into or pass upon any of the foregoing matters; (ciii) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Credit Document except to the extent requested by the Required BanksMajority Lenders; (iv) SHALL NOT BE RESPONSIBLE FOR ANY MISTAKE OF LAW OR FACT OR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT OR ANY OTHER DOCUMENT OR INSTRUMENT REFERRED TO OR PROVIDED FOR HEREIN OR THEREIN OR IN CONNECTION HEREWITH OR THEREWITH, and then only on terms and conditions satisfactory INCLUDING, WITHOUT LIMITATION, PURSUANT TO ITS OWN NEGLIGENCE, BUT NOT INCLUDING AND EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT; (v) shall not be bound by or obliged to recognize any agreement among or between the Borrower, the Agent, and any Lender other than this Agreement and the other Credit Documents, regardless of whether the Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (dvi) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to the Agent in accordance with the terms of this Agreement or any other Credit Document; (vii) shall not be responsible for any action taken delay, error, omission or omitted to default of any mail, telegraph, cable or wireless agency or operator, and (viii) shall not be taken by it hereunder responsible for the acts or under edicts of any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconductGovernmental Authority. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions Table of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.Contents

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent Fleet to act as its Administrative Agent, provided, however, the Administrative Agent is hereby authorized to serve only as administrative agent hereunder for the Banks and under the other Loan Documents with to exercise such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental theretothereto and as are set forth in this Agreement and the other Loan Documents. The Agent: (a) Administrative Agent hereby acknowledges that it does not have the authority to negotiate any agreement which would bind the Banks or agree to any amendment, waiver or modification of any of the Loan Documents or bind the Banks except as set forth in this Agreement or the Loan Documents. Except as provided in this Agreement, and in the other Loan Documents, the Administrative Agent shall take action or refrain from acting only upon instructions of the Banks. It is agreed that the duties, rights, privileges and immunities of the Issuing Banks, in their capacity as issuers of Letters of Credit hereunder, shall be identical to the duties, rights, privileges and immunities of the Administrative Agent as provided in this Section 15. The Administrative Agent shall not have no any duties or responsibilities or any fiduciary relationship with any Bank except as those expressly set forth in this Agreement and the other Loan Documents, and . Neither the Administrative Agent nor any of its affiliates shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement made by the Borrower or any other Loan Document, Person whether contained herein or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, otherwise or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Agreement, the other Loan Document Documents or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein thereunder or in connection herewith or therewith, except for its own gross negligence or willful misconductrespect of the Notes. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions Administrative Agent, the Agents and any of this Article VII are solely their directors, officers, employees or agents shall not be responsible 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 Administrative Agent in its separate capacity as a Bank shall have the benefit of the Agent same rights and powers hereunder as any other Bank. The Co-Documentation Agents and the Banks, and the Borrower Co-Syndication Agents shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties right, power, obligation, liability, responsibility or duty under this Credit Agreement in such capacity, other than, with respect to the Co-Documentation Agents and under the other Loan DocumentsBOA, the Agent shall act solely those applicable to all Banks as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankBanks.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the The Collateral Agent to shall act as its agent for the Company hereunder and under the other Loan Documents with such powers as are specifically delegated to vested in the Collateral Agent by the terms hereof and thereofof this Agreement, together with such other powers as are reasonably incidental thereto. The Each of the Collateral Agent, the Custodial Agent and the Securities Intermediary: (a) shall have no duties or responsibilities except as those expressly set forth or incorporated in this Agreement and the other Loan Documents, and no implied covenants or obligations shall not by reason of be inferred from this Agreement against any of them, nor shall any of them be bound by the provisions of any agreement by any party hereto beyond the specific or any other Loan Document be a trustee for any Bankincorporated terms hereof; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties recitals contained in this Agreement or any other Loan DocumentAgreement, or in any certificate or other document referred to or provided for in, or received by any Bank it under, this Agreement, the New Securities or the Purchase Contract Agreement or any other Loan Document(except as specifically incorporated by reference herein), or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement (other than as against the Collateral Agent, the Custodial Agent or any other Loan Document the Securities Intermediary), the New Securities or the Purchase Contract Agreement or any other document referred to or provided for herein (except as specifically incorporated by reference herein) or therein or for any failure by the Borrower Company or any other Person (except the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be) to perform any of its obligations hereunder or thereunderthereunder or for the perfection, priority or, except as expressly required hereby, maintenance of any security interest created hereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document (except to in the extent requested by case of the Required Banks, and then only on terms and conditions satisfactory to the Collateral Agent, and pursuant to directions furnished under Section 8.2 hereof, subject to Section 8.6 hereof); (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents ; and attorneys-in-fact and (e) shall not be responsible for required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, the negligence New Securities or misconduct of any such agents or attorneys-in-fact selected by it other property deposited hereunder in accordance with reasonable carethe terms hereof. The provisions Subject to the foregoing, during the term of this Article VII are solely for Agreement, the benefit Collateral Agent shall take all reasonable action in connection with the safekeeping and preservation of the Collateral hereunder. No provision of this Agreement shall require the Collateral Agent, the Custodial Agent and or the Banks, and Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the Borrower shall not have any rights as a third party beneficiary performance of any of the provisions hereofits duties hereunder. In performing its functions and duties under this Agreement and under no event shall the other Loan DocumentsCollateral Agent, the Custodial Agent shall act solely as agent or the Securities Intermediary be liable for any amount in excess of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties Value of the Collateral. Notwithstanding the foregoing, the Collateral Agent, the Custodial Agent shall be ministerial and administrative Securities Intermediary, each in natureits individual capacity, and the Agent shall not have by reason hereby waive any right of this Agreement setoff, bankers lien, liens or perfection rights as Securities Intermediary or any other Loan Document a fiduciary relationship in counterclaim with respect to any of any Bank.the Collateral. SECTION 8.2

Appointment, Powers and Immunities. Each Bank of WFCF and CPC is hereby appointed as an Administrative Agent and WFCF is hereby appointed as Collateral Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent, jointly and severally, and the Collateral Agent to act as its agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agents and the Collateral Agent by the terms hereof of this Agreement and thereofthe other Loan Documents, together with such other powers as are reasonably incidental thereto. The In its capacity, the Administrative Agent is a “representative” of the Holders of Secured Obligations within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Administrative Agent (which term as used in this sentence and in Section 14.5 and the first sentence of Section 14.6 hereof shall include its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, and agents) and the Collateral Agent: (a) shall not have no any duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreement or any other Loan Documentrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreement or any other Loan Document Document, or any other document referred to or provided for herein or therein or for any failure by any Reseller, the Borrower Parent Guarantor or any Domestic Subsidiary or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Reseller, the Parent Guarantor or any Domestic Subsidiary or the satisfaction of any condition or to inspect the property (including the books and records) of any Reseller, the Parent Guarantor or any Domestic Subsidiary or Affiliates; (d) unless directed in writing by the Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to (other than normal collection procedures from the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, Lockboxes); and (de) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except for its own gross negligence or willful misconduct. The Subject to the foregoing and the other provisions of this Article 13, each of the Administrative Agents and the Collateral Agent agree to maintain a standard of care with respect to their respective separate duties hereunder in a manner similar to the maintenance of their own loan facilities. Each Administrative Agent and Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank Lender hereby ---------------------------------- irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof of this Agreement and thereofthe other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Neither the Agent nor any of its Affiliates, officers, directors, employees, attorneys or agents shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with this Agreement or any of the other Loan Documents except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, the Agent (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent, (b) shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Bank; Lender, (bc) shall not be required to initiate any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Lenders, (d) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Person to perform any of its obligations hereunder or thereunder; , (ce) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible liable for any action taken or omitted to be taken in good faith by it hereunder in accordance with the advice of such counsel, accountants or experts, and (f) shall incur no liability under or in respect of any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing reasonably believed by it to be genuine and signed or sent by the proper party or parties. As to any other document or instrument referred to or matters not expressly provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan DocumentsAgreement, the Agent shall act solely as agent in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Lenders, and such instructions of the Banks Required Lenders and does not assume and any action taken or failure to act pursuant thereto shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties binding on all of the Agent shall be ministerial and administrative in natureLenders; provided, and however, that the Agent shall not have by reason of be required to take any action which -------- ------- exposes the Agent to liability or which is contrary to this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankor applicable law.

Appointment, Powers and Immunities. Each Bank holder of a Loan Certificate hereby irrevocably appoints and authorizes the Agent Xxxxx Fargo Bank Northwest, National Association to act as its agent Security Trustee hereunder and under the other Loan Operative Documents with such powers as are specifically delegated to the Agent Security Trustee by the terms hereof of this Agreement and thereofof the other Operative Documents, together with such other powers as are reasonably incidental thereto. Xxxxx Fargo Bank Northwest, National Association accepts such appointment. The Agent: Security Trustee (which term as used in this sentence and in Section 6.4 and the first sentence of Section 6.5 shall include reference to Xxxxx Fargo Bank Northwest, National Association’s affiliates and its own and its affiliates’ officers, directors, employees and agents): (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and in the other Loan Operative Documents, and shall not by reason of this Agreement or any other Operative [Loan Agreement (N668DN)] Document be a trustee for any Bankholder of a Loan Certificate; (b) shall not be responsible to the Banks holder of a Loan Certificate for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Operative Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Operative Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, any Loan Certificate or any other Loan Operative Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, Operative Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Operative Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent Security Trustee may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents agent or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankgood faith.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its arranger and administrative agent hereunder and under the Letters of Credit and the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Each Bank hereby irrevocably appoints and authorizes the Paying Agent to act as co-agent and paying agent hereunder and under the Bankers' Acceptances, the Letters of Credit and the other Loan Documents with such powers as are specifically delegated to the Paying Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. Each Bank hereby irrevocably appoints and authorizes the Co-Agent to act as co-agent hereunder and under the Letters of Credit and the other Loan Documents with such powers as are specifically delegated to the Co-Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. None of the Agents (which term as used in this Section 12 shall include reference to their affiliates and their own and their affiliates' officers, directors, employees and agents) (a) shall have no any duties or responsibilities except as those expressly set forth in this Agreement Agreement, the Bankers' Acceptances, the Letters of Credit, and the other Loan Documents, and or shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Bank; (b) shall not be responsible to the Banks any Bank for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Bankers' Acceptances, the Letters of Credit or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement Agreement, the Bankers' Acceptances, the Letters of Credit or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, the Bankers' Acceptances, the Letters of Credit, or any other Loan Document or any other document referred to or provided for herein or therein or any property covered thereby or for any failure by the Borrower any Relevant Party or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under the Bankers' Acceptances, the Letters of Credit or any other Loan Document except to the extent requested by the Required Majority Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it them hereunder or under the Bankers' Acceptances, the Letters of Credit or any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, including, without limitation, pursuant to their own negligence, except for its their own gross negligence or willful wilful misconduct. The Agent Agents may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it them with reasonable care. The provisions Without in any way limiting any of the foregoing, each Bank acknowledges that neither any Agent nor any Issuer shall have any greater responsibility in the operation of the Letters of Credit than is specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision, International Chamber of Commerce Publication No. 500). In any foreclosure proceeding concerning any collateral for the Obligations, each holder of an Obligation if bidding for its own account or for its own account and the accounts of other Banks is prohibited from including in the amount of its bid an amount to be applied as a credit against its Obligation or Obligations or the Obligations of the other Banks; instead, such holder must bid in cash only; provided that this Article VII are solely provision is for the sole benefit of the Agents and the Banks and shall not inure to the benefit of the Parent or any of its Subsidiaries. However, in any such foreclosure proceeding, the Administrative Agent and may (but shall not be obligated to) submit a bid for all Banks (including itself) in the form of a credit against the Notes of all of the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing Administrative Agent or its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and designee may (but shall not be deemed obligated to) accept title to have assumed any obligation towards or relationship such collateral for and on behalf of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankall Banks.

Appointment, Powers and Immunities. (a) Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful wilful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. (a) Each Bank Lender and each Ancillary Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms hereof of this Agreement and thereofthe other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender and each Ancillary Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. For the avoidance of doubt, notwithstanding anything to the contrary herein or in the other Loan Documents, the Administrative Agent is acting as administrative agent for the Lenders and the Ancillary Lenders only and the Administrative Agent is not acting as administrative agent for any other Agents, Joint Lead Arrangers, Joint Bookrunners, Left Lead Arranger or Left Lead Bookrunner. The Syndication Agent: (a) , Joint Lead Arrangers, Joint Bookrunners, Left Lead Arranger and Left Lead Bookrunner shall not have no any duties or responsibilities or any liabilities under this Agreement or any other Loan Documents and any amendments, consents, waivers or any other actions taken in connection with this Agreement or the other Loan Documents shall not require the consent of the Syndication Agent, Joint Bookrunners or Left Lead Bookrunner or, except to the extent expressly set forth in Section 9.02, Joint Lead Arrangers or Left Lead Arranger, in such capacity. The Administrative Agent shall not have any duties or responsibilities except as those expressly set forth in this Agreement and the or in any other Loan DocumentsDocument, and be a trustee for any Lender or Ancillary Lender or have any fiduciary duty to any Lender or Ancillary Lender. Notwithstanding anything to the contrary contained herein the Administrative Agent shall not by reason of be required to take any action which is contrary to this Agreement or any other Loan Document be a trustee for or any Bank; (b) applicable Requirement of Law. Neither the Administrative Agent nor any Lender or Ancillary Lender shall not be responsible to the Banks any other Lender or Ancillary Lender for any recitals, statements, representations or warranties made by the Borrowers contained in this Agreement or in any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the any Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender or Ancillary Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for Neither the benefit of the Administrative Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of nor any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documentsdirectors, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards officers, employees, agents or relationship of agency or trust with or for the Borrower. The duties of the Agent advisors shall be ministerial and administrative in nature, and the Agent shall not have responsible to any Lender or Ancillary Lender for any action taken or omitted to be taken by reason of this Agreement it or them hereunder or under any other Loan Document or in connection herewith or therewith, except to the extent determined by a fiduciary relationship final, non-appealable judgment of a court of competent jurisdiction to have arisen from its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, the Administrative Agent shall take such action with respect to the Loan Documents as shall be directed by the Required Lenders (or all or such other portion of the Lenders as required by Section 9.02) or in respect the absence of any Banksuch direction, such action as the Administrative Agent in good xxxxx xxxxx advisable under the circumstances.

Appointment, Powers and Immunities. (a) Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrowers to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Administrative Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Administrative Agent and the Banks, and the Borrower Borrowers shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Administrative Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the BorrowerBorrowers. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank. The Administrative Agent shall administer the Loans and the Loan Documents with a degree of care at least equal to that customarily employed by the Administrative Agent in the administration of similar credit facilities for its own account.

Appointment, Powers and Immunities. Each In order to expedite the various transactions contemplated by this Agreement, the Lenders and the Issuing Bank hereby irrevocably appoints appoint and authorizes authorize Wells Fargo Bank, National Association to act as their Agent hereundxx xxd under each of the other Loan Documents. Wells Fargo Bank, National Association consents to such appointment xxx xgrees to perform the duties of the Agent as specified herein. The Lenders and the Issuing Bank authorize and direct the Agent to act as its agent hereunder take such action in their name and on their behalf under the other terms and provisions of the Loan Documents with and to exercise such rights and powers thereunder as are specifically delegated to or required of the Agent by for the terms hereof and thereofLenders and/or the Issuing Bank, together with such other rights and powers as are reasonably incidental thereto. The Agent is hereby expressly authorized to act as the Agent on behalf of itself, the other Lenders and the Issuing Bank: To receive on behalf of each of the Lenders and the Issuing Bank any payment of principal, interest, fees (except for the annual agent fee described in Section 2.9(a)) or other amounts paid pursuant to this Agreement and the Notes and to distribute to each Lender and/or the Issuing Bank its share of all payments so received as provided in this Agreement; To receive all documents and items to be furnished under the Loan Documents; To act as nominee for and on behalf of the Lenders and the Issuing Bank in and under the Loan Documents; To arrange for the means whereby the Advances are to be made available to the Borrower; To distribute to the Lenders and the Issuing Bank information, requests, notices, payments, prepayments, documents and other items received from the Borrower, the Obligated Parties, and other Persons; To execute and deliver to the Borrower, the Obligated Parties, and other Persons, all requests, demands, approvals, notices, and consents received from the Lenders and the Issuing Bank; To the extent permitted by the Loan Documents, to exercise on behalf of each Lender and the Issuing Bank all rights and remedies of Lenders and the Issuing Bank upon the occurrence of any Event of Default; To serve as liaison between the Lenders, the Issuing Bank and the Borrower with respect to future negotiations, amendments and waivers of the terms of this Agreement and transmittal of copies of such amendments and waivers for signature to each Lender and the Issuing Bank; To receive signed copies of this Agreement, future amendments hereto, waivers of any terms hereof, and related documents comprising the Loan Documents, and provide appropriate signed or reproduction copies thereof to each Lender, the Issuing Bank and the Borrower; To forward to each Lender and the Issuing Bank copies of all Loan Documents and opinions furnished to Agent under this Agreement or any of the other Loan Documents; To receive notices of Defaults, copies of which shall be forwarded to all Lenders and the Issuing Bank, and any waivers of Defaults under this Agreement and forward copies thereof to all Lenders and the Issuing Bank; To advise each Lender and the Issuing Bank of all notices received or furnished by Agent hereunder; To take such other actions as may be requested by Required Lenders; and To accept, execute, and deliver any and all security documents as the secured party. Neither the Agent nor any of its Affiliates, officers, directors, employees, attorneys, or agents shall be liable to the Lenders for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with this Agreement or any of the other Loan Documents except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, the Agent (i) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent: ; (aii) shall have no duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender or the Issuing Bank; (biii) shall not be required to initiate any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by Required Lenders; (iv) shall not be responsible to the Banks Lenders or the Issuing Bank for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuinenessenforceability, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Person to perform any of its obligations hereunder or thereunder; (cv) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible liable for any action taken or omitted to be taken in good faith by it hereunder in accordance with the advice of such counsel, accountants, or experts; and (vi) shall incur no liability under or in respect of any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing believed by it to be genuine and signed or sent by the proper party or parties. As to any other document or instrument referred to or matters not expressly provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan DocumentsAgreement, the Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by Required Lenders, and such instructions of Required Lenders and any action taken or failure to act solely as agent pursuant thereto shall be binding on all of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in natureLenders; provided, and however, that the Agent shall not have by reason of be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankor applicable law.

Appointment, Powers and Immunities. LaSalle is hereby appointed Administrative Agent hereunder and under each of the other Loan Documents. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Agreement and under the other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms hereof of this Agreement and thereofthe other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 18.5 and the first sentence of Section 18.6 hereof shall include its affiliates and its own and its affiliates' officers, directors, employees, and agents): (a) shall not have no any duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreement or any other Loan Documentrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreement or any other Loan Document Document, or any other document referred to or provided for herein or therein or for any failure by the Borrower any Covered Person or any other Person to perform any of its obligations hereunder thereunder or thereunderthe validity or priority of any Security Interest in any Collateral; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, Document; and (de) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewithwith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. (a) Each Lender and the Issuing Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Agent (ai) shall not have no any duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Credit Documents, and shall not by reason of this Agreement or any other Loan Credit Document be a trustee for any BankLender; (bii) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Credit Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Credit Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement or any other Loan Credit Document or any other document referred to or provided for herein or therein or any property covered thereby or for any failure by the Borrower any Party or any other Person to perform any of its obligations hereunder or thereunder, and shall not have any duty to inquire into or pass upon any of the foregoing matters; (ciii) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Credit Document except to the extent requested by the Required BanksMajority Lenders; (iv) SHALL NOT BE RESPONSIBLE FOR ANY MISTAKE OF LAW OR FACT OR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT OR ANY OTHER DOCUMENT OR INSTRUMENT REFERRED TO OR PROVIDED FOR HEREIN OR THEREIN OR IN CONNECTION HEREWITH OR THEREWITH, and then only on terms and conditions satisfactory INCLUDING, WITHOUT LIMITATION, PURSUANT TO ITS OWN NEGLIGENCE, BUT NOT INCLUDING AND EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT; (v) shall not be bound by or obliged to recognize any agreement among or between the Borrower, the Agent, any Lender and the Issuing Bank other than this Agreement and the other Credit Documents, regardless of whether the Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (dvi) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to the Agent in accordance with the terms of this Agreement or any other Credit Document; (vii) shall not be responsible for any action taken delay, error, omission or omitted to default of any mail, telegraph, cable or wireless agency or operator; and (viii) shall not be taken by it hereunder responsible for the acts or under edicts of any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconductGovernmental Authority. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its administrative agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Administrative Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Administrative Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Administrative Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Basic Documents with such powers as are specifically delegated to the Agent by the terms hereof of this Agreement and thereofof the other Basic Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 hereof shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and in the other Loan Basic Documents, and shall not by reason of this Agreement or any other Loan Basic Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Basic Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, any Note or any other Loan Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, Basic Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carein good faith. The provisions Agent may deem and treat the payee of this Article VII are solely any Note as the holder thereof for the benefit all purposes hereof unless and until a notice of the Agent and assignment or transfer thereof shall have been filed with the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankAgent.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Credit Documents with such powers as are specifically expressly delegated to the Agent by the terms hereof of this Agreement and thereofthe other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall hold all funds delivered to it as Agent hereunder as agent for the Banks. Agent shall not have no any duties or responsibilities except as those expressly set forth in this Agreement and the or in any other Loan DocumentsCredit Document, and be a trustee for any Bank or have any fiduciary duty to any Bank. No implied covenants, functions, responsibilities, duties or obligations shall not by reason of be read into this Agreement or any other Loan Credit Document be a trustee for any Bank; (b) or otherwise exist against Agent. Notwithstanding anything to the contrary contained herein, Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Document or applicable law. Neither Agent nor any Bank shall be responsible to the Banks any other Bank for any recitals, statements, representations or warranties made by Borrower or any Subsidiary contained in this Agreement or in any other Loan Credit Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or Agreement, any other Loan Credit Document or any other document referred to or provided for herein or therein collateral or for any failure by the Borrower or any Subsidiary to perform any of its their respective obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Bank for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Neither Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of nor any of the provisions hereofits directors, officers, employees or agents shall be responsible to any Bank for any action taken 44 or omitted to be taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or wilful misconduct. In performing its functions and duties Except as otherwise provided under this Agreement and under the other Loan DocumentsAgreement, the Agent shall act solely take such action with respect to the Credit Documents as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and directed by the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankRequired Banks.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder hereunder, under the Letters of Credit and under the other Loan Documents with such powers as are specifically delegated to the Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Any Loan Documents executed in favor of Agent shall be held by Agent for the ratable benefit of the Lenders. Agent (“Agent: ” as used in this Section 10 shall include reference to its Affiliates and its own and its Affiliates’ respective officers, shareholders, directors, employees and agents) (a) shall not have no any duties or responsibilities except as those expressly set forth in this Agreement Agreement, the Letters of Credit and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Letters of Credit or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement Agreement, the Letters of Credit or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement Agreement, the Letters of Credit or any other Loan Document or any other document referred to or provided for herein or therein or any Property covered thereby or for any failure by the Borrower any Obligor or any other Person to perform any of its obligations hereunder or thereunder, and shall not have any duty to inquire into or pass upon any of the foregoing matters; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and Majority Lenders; (d) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, including, without limitation, pursuant to its own negligence, except for its own gross negligence or willful misconduct; (e) shall not be bound by or obliged to recognize any agreement among or between Borrower and any Lender to which Agent is not a party, regardless of whether Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to Agent in accordance with the terms of this Agreement or any other Loan Document; (g) shall not be responsible for any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, and (h) shall not be responsible for the acts or edicts of any Governmental Authority. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have Without in any rights as a third party beneficiary of way limiting any of the provisions hereofforegoing, each Lender acknowledges that Agent shall have no greater responsibility in the operation of the Letters of Credit than is specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision, International Chamber of Commerce Publication No. 500). In performing any foreclosure proceeding concerning any collateral, each holder of an Obligation if bidding for its functions own account or for its own account and duties under this Agreement and under the accounts of other Lenders is prohibited from including in the amount of its bid an amount to be applied as a credit against the Obligations held by it or the Obligations held by the other Loan DocumentsLenders; instead, the such holder must bid in cash only. However, in any such foreclosure proceeding, Agent shall act solely as agent of the Banks and does not assume and may (but shall not be deemed to have assumed any obligation towards or relationship obligated to) submit a bid for all Lenders (including itself) in the form of agency or trust with or for a credit against the Borrower. The duties of the Agent shall be ministerial and administrative in natureObligations, and the Agent or its designee may (but shall not have by reason be obligated to) accept title to such collateral for and on behalf of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bankall Lenders.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the other Loan Documents (including, without limitation, the Intercreditor Agreement) with such powers as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent: (a) shall have no duties or responsibilities except as expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any Bank under, this Agreement or any other Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Loan Party to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Administrative Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely for the benefit of the Administrative Agent and the Banks, and the Borrower no Loan Party shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Administrative Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the BorrowerLoan Parties. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank.

Appointment, Powers and Immunities. Each Bank hereby Lender irrevocably designates, appoints and authorizes the Agent (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint and authorize) Xxxxx Fargo to act as its agent the Administrative Agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms hereof of this Agreement and thereofof the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (a) shall have no duties or responsibilities except as those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any of the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any Bank of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Loan Party or any other Person to perform any of its obligations hereunder or thereunder; and (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document except responsible to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and (d) shall not be responsible Lenders for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Administrative Agent may employ agents agents, bailees, custodians and attorneys-in-attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact persons selected by it with reasonable carein good faith. The provisions of this Article VII are solely for Administrative Agent may deem and treat the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary payee of any of note as the provisions hereof. In performing its functions holder thereof for all purposes hereof unless and duties under this Agreement until the assignment thereof pursuant to an agreement (if and under to the other Loan Documents, extent permitted herein) in form and substance satisfactory to the Administrative Agent shall act solely as agent of have been delivered to and acknowledged by the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankAdministrative Agent.