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. 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 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 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 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 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 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 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 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 any Borrower or any of the Borrower 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 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 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 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 Collateral Agent: (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 the Collateral Agent, nor shall the Collateral Agent be bound by the provisions of any other Loan Document be a trustee for agreement by any Bankparty 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) 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 (except pursuant to directions furnished 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 Section 6.02 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 negligence; 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, any securities or other property deposited hereunder. Subject to the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions 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 safe keeping and preservation of the Pledged Treasury Notes hereunder. No provision of this Agreement shall require the Collateral Agent and to expend or risk its own funds or otherwise incur any financial liability in the Banks, and 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 Documents, the Collateral Agent shall act solely as agent 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 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 BankPledged Treasury Notes.

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. 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 thereofunder the 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 10.05 and the first sentence of Section 10.06 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 Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; Lender; (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 Borrowers or any other Person to perform any of its obligations hereunder or thereunder; ; (c) shall not not, except to the extent expressly instructed by the Majority Lenders with respect to the collateral security under the Security Documents, 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 Document; 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 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 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 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 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 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. 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 16.5 and the first sentence of Section 16.6 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; (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 Bank of the Lenders hereby irrevocably appoints each of the Administrative Agent and authorizes the Collateral Agent to act as its agent agents hereunder and under the other Loan Financing Documents with and authorizes such Agents to take such actions on its behalf and to exercise such powers as are specifically delegated to the such Agent by the terms hereof and or thereof, together with such other actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor any other party shall have rights as a third party beneficiary of any of such provisions. (b) The Person serving as Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or the Collateral Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower and any of its Affiliates as if the Person serving as Agent were not the Agent hereunder. (c) The Agents shall not have any duties or obligations except those expressly set out herein and in the other Financing Documents. Without limiting the generality of the foregoing: (ai) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (ii) the Agents shall not have no duties any duty to take any discretionary action or responsibilities exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Financing Documents that an Agent is required to exercise in writing by the Required Lenders; and (iii) except as expressly set forth out herein and in this Agreement and the other Loan Financing Documents, the Agents shall not have any duty to disclose, and shall not by reason of this Agreement or be liable for the failure to disclose, any other Loan Document be a trustee for any Bank; (b) shall not be responsible information relating to the Banks for any recitals, statements, representations Borrower 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 Subsidiaries that is communicated to 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 obtained by the Required Banks, and then only on terms and conditions satisfactory to the Agent, and bank serving as Agent or any of its Affiliates in any capacity. (d) Neither the Agents nor any of their respective Related Parties shall not be responsible liable for any action taken or omitted to be not taken by it hereunder with the consent or under any other Loan Document or any other document or instrument referred to or provided for herein or therein at the request of the Required Lenders or in connection herewith or therewith, except for the absence of its own gross negligence or willful misconduct. The Agent may employ agents Agents and attorneys-in-fact their respective Related Parties shall be deemed not to have knowledge of any Default, unless and until written notice thereof is given to the Agents by the Borrower or a Lender, as applicable, and neither the Agents nor any of their respective Related Parties 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 duty to ascertain or inquire into (i) any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documentsstatement, 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 warranty or relationship of agency representation made in or trust in connection 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 Financing Document, (ii) the contents of any Bankcertificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set out herein or therein or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Financing Document or any other agreement, instrument or document. Except for actions expressly required of the Agents hereunder, the Agents shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless an Agent shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations hereunder against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

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. 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 Administrative Agent 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 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 or be subject to any fiduciary or other implied duties to any Bank, regardless of whether a Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); (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 have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and powers expressly contemplated by the 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 necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion, could expose the Administrative Agent to liability or be contrary to any Loan Document or applicable law; and (e) shall not be responsible to any Bank 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, as determined by a court of competent jurisdiction by a final and nonappealable judgment. The motivations of the Administrative Agent are commercial in nature and not to invest in the general performance or operations of the Borrower. 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 and, except for its consent rights under Section 7.09, the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereofof this Article VII. In performing its functions and duties under this Agreement and under the other Loan Documents, the Administrative Agent shall act solely as administrative 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 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 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 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. (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, 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 then only on 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 conditions satisfactory provisions thereof; (vi) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to the Agent, and Agent in accordance with the terms of this Agreement or any other Credit Document; (dvii) 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. (b) Without the prior written consent of Agent and all of the Lenders, Agent shall not (i) modify or amend in any respect whatsoever the interest rate provisions of the Credit Documents, (ii) increase the Commitment, (iii) extend the Maturity Date, (iv) extend or reduce the due date for or the amount of the scheduled payments of principal or interest on the Loans, (v) amend the definition of Majority Lenders or any requirement that certain actions be taken only with the consent of a certain number of the Lenders, (vi) release any Guarantor or any collateral for the Loans, or (vii) modify or amend any provision of any Credit Document which by its terms requires the consent of all of the Lenders for amendment. The From time to time upon Agent's request, each Lender shall execute and deliver such documents and instruments as may be reasonably necessary to enable Agent to effectively administer and service the Loan in its capacity as Agent and in the manner contemplated by the provisions of this Article VII are solely for Agreement. No amendment or agreement shall increase the benefit Lender Commitment of any Lender without the written consent of such Lender. (c) All information provided to the Agent under or pursuant to the Credit Documents, and all rights of the Agent and to receive or request information, or to inspect information or Property, shall be by the BanksAgent on behalf of the Lenders. If any Lender requests that it be able to receive or request such information, and or make such inspections, in its own right rather than through the Agent, the Borrower will cooperate with the Agent and such Lender in order to obtain such information or make such inspection as such Lender may reasonably require. (d) The Borrower shall not have any rights be entitled to rely upon a written notice or a written response from the Agent as a third party beneficiary of any being pursuant to concurrence or consent of the provisions hereof. In performing its functions and duties under this Agreement and under Majority Lenders unless otherwise expressly stated in 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 Agent's notice 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 Bankresponse.

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 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. (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 Contents (b) Without the benefit prior written consent of Agent and all 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 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 (i) modify or amend in any respect whatsoever the interest rate provisions of the Credit Documents, (ii) increase the Commitment above $600,000,000.00 (provided that an increase requested in accordance with Section 2.1(d) must only be approved by reason the Lenders that are increasing their Commitments), (iii) extend the Maturity Date other than in accordance with the express provisions of the Credit Documents, (iv) extend or reduce the due date for, or change the amount of, the scheduled payments of principal or interest on the Loans, the LC Disbursements or the fees set forth in Section 2.7, (v) amend the definitions of Majority Lenders or Super-Majority Lenders or any requirement that certain actions be taken only with the consent of a certain number of the Lenders, (vi) amend or waive any provisions of Section 5.15 of this Agreement or (vii) release any other Subsidiary from a Guaranty required under and delivered pursuant to Section 5.15, unless the Guaranty is no longer required pursuant to Section 5.15. From time to time upon Agent’s request, each Lender shall execute and deliver such documents and instruments as may be reasonably necessary to enable Agent to effectively administer and service the Loan Document in its capacity as lead lender and servicer and in the manner contemplated by the provisions of this Agreement. (c) Without the prior written consent of the Super-Majority Lenders, Agent shall not modify, amend or waive in any respect whatsoever the provisions of (i) Section 5.3 or the definitions of the financial covenants (or any component thereof) described in Section 5.3 (any modification, amendment or waiver of the provisions of, or definitions relating to, Section 5.3(e) must also be approved by the Agent, the Syndication Agents and the Documentation Agents), (ii) Section 5.11(c)(i), or (iii) Section 6.1. (d) All information provided to the Agent under or pursuant to the Credit Documents, and all rights of the Agent to receive or request information, or to inspect information or Property, shall be by the Agent on behalf of the Lenders. If any Lender requests that it be able to receive or request such information, or make such inspections, in its own right rather than through the Agent, the Borrower will cooperate with the Agent and such Lender in order to obtain such information or make such inspection as such Lender may reasonably require. (e) The Borrower shall be entitled to rely upon a fiduciary relationship written notice or a written response from the Agent as being pursuant to concurrence or consent of the Majority Lenders or the Super-Majority Lenders unless otherwise expressly stated in respect of any Bankthe Agent’s notice or response.

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. (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. (b) Each Bank hereby designates First Union National Bank as Syndication Agent and The Chase Manhattan Bank as Documentation Agent. The Syndication Agent and the Documentation Agent, in such capacities, shall have no duties or obligations whatsoever under this Agreement or any other Loan Document or any other document or any matter related hereto and thereto, but shall nevertheless be entitled to all the indemnities and other protection afforded to the Agent under this Article VII.

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 Loan Operative 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 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 thereofof the 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 14.5 and the first sentence of Section 14.6 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 Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; Lender except to the extent that Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall Administrative Agent have any fiduciary duty to Borrower nor shall any Lender have any fiduciary duty to Borrower or any other Lender; (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 the 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; and (c) shall not be responsible for any action taken or omitted to be taken by it under any Loan Document or under any other document or instrument referred to or provided for therein or in connection therewith, except to the extent any such action taken or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 14.5. (d) shall not, except to the extent expressly instructed by the Majority Lenders with respect to collateral security under the Security Documents, 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 Document; and (de) shall not be responsible for required to take any action taken which is contrary to the Loan Documents or omitted Applicable Law. The relationship between Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to be taken by it hereunder impose on Administrative Agent any obligations other than those for which express provision is made herein or under any in the 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 misconductDocuments. The Administrative Agent may employ agents and attorneys-in-fact , and may delegate all or any part of its obligations hereunder, to third parties and shall not be responsible for the negligence or misconduct of any such agents agents, attorneys in fact or attorneys-in-fact third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with reasonable careAdministrative Agent, any such assignment or transfer to be subject to the provisions of Section 12.23. The Except to the extent expressly provided in Section 14.8, the provisions of this Article VII 14 are solely for the benefit of the Administrative Agent and the BanksLenders, and the Borrower shall not have any rights as a third 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, hereof and the Agent shall not have by reason Lenders may modify or waive such provisions of this Agreement or any other Loan Document a fiduciary relationship Article 14 in respect of any Banktheir sole and absolute discretion.

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. 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 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 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 thereofof the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent:Each Agent (which term as used in this sentence and in Section 11.5 and the first sentence of Section 11.6 hereof shall include reference to their respective affiliates and their own and their 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 for any Bank; Lender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations presentations 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 Agreement, any Note or 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 to perform any of its obligations hereunder or thereunder; ; (c) shall not not, except to the extent expressly instructed by the Required Lenders, 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 Document; 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 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 negligence, bad faith or willful misconduct. 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 in good faith. Each Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with reasonable carethe Administrative Agent, together with the consent of the Company to such assignment or transfer (to the extent provided in Section 12.7(b) hereof). The provisions identification of this Article VII are solely for the benefit of the ABN AMRO as Syndication Agent and the Banks, and the Borrower identification of First Union as Documentation Agent hereunder shall not have create any rights as a third party beneficiary in favor of such parties in such capacities, nor subject them to any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documentsor obligations, 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 Banksuch capacity.

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 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 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 Secured Party irrevocably designates, appoints and authorizes the Agent Chase 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 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 Lender hereby irrevocably appoints and authorizes the Agent Xxxxx Fargo 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 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 agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to each of their Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (a) 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 Agreement or any other the Loan Document Documents be a trustee or fiduciary for any BankLender; (b) makes any 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 inherein, 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 itself) 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 and its Subsidiaries or any other obligor or guarantor; (c) 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 (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 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 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. 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 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. (a) Each Lender hereby, and each Bank hereby Product Provider by providing any Bank Products to Borrowers or Guarantors, irrevocably designates, appoints and authorizes the Agent Wachovia to act as its agent Administrative and Collateral Agent hereunder and under the other Loan Documents Financing Agreements with such powers as are specifically delegated to the Administrative and Collateral 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 Administrative and Collateral Agent: : (ai) 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 or Bank Product Provider; (bii) shall not be responsible to the Banks Lenders or Bank Product Providers 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 Guarantor 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 (diii) shall not be responsible to Lenders or Bank Product Providers 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 Administrative 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 carein good faith. The provisions Administrative and Collateral Agent may deem and treat the payee of this Article VII are solely any note as the holder thereof for all purposes hereof unless and until the benefit of assignment thereof pursuant to an agreement (if and to the extent permitted herein) in form and substance satisfactory to Administrative and Collateral Agent shall have been delivered to and acknowledged by Administrative and Collateral Agent. (b) Without prejudice to the Banksforegoing paragraph, each Lender, each Bank Product Provider by providing any Bank Products to BlueLinx, and the Borrower shall not have any rights Administrative and Collateral Agent (collectively the “Creditors” for purposes of this Section 12.1(b) only), hereby designate and appoint Wachovia (and hereby reiterate such designation and appointment made in the Original Loan Agreement in respect of Congress Financial Corporation, a predecessor of Wachovia (“Congress”)) as the person holding the power of attorney (fondé de pouvoir) of the Creditors as contemplated under Article 2692 of the Civil Code of Quebec, to enter into, to take and to hold on their behalf, and for their benefit, a third party beneficiary deed of hypothec (“Deed of Hypothec”) executed by BlueLinx under the laws of the Province of Quebec and creating a hypothec (security interest) on BlueLinx’s Collateral located in such Province and to exercise such powers and duties which are conferred upon Wachovia under such deed. Each Creditor hereby additionally designates and appoints Wachovia (and hereby reiterate such designation and appointment made in the Original Loan Agreement in respect of Congress) as agent and custodian for and on behalf of each of them (i) to hold and to be the sole registered holder of any bond (“Bond”) issued under the Deed of Hypothec, the whole notwithstanding Section 32 of the provisions Act respecting the special powers of legal persons (Quebec) or any other applicable law, and (ii) to enter into, to take and to hold on their behalf, and for their benefit, a movable hypothec (“Movable Hypothec”) executed by BlueLinx under the laws of the Province of Quebec and pledging the Bond as security for the payment and performance of the Obligations (which include any and all obligations under the Deed of Hyphothec). In this respect, (m) Wachovia, as agent and custodian of the Creditors, shall keep a record indicating the names and addresses of, and the pro rata portion of the Obligations and indebtedness secured by the Movable Hypothec, owing to the Persons for and on behalf of whom the Bond is so held from time to time, and (n) each Creditor will be entitled to the benefits of any Collateral of BlueLinx charged under the Deed of Hypothec and the Movable Hypothec and will participate in the proceeds of realization of any such Collateral, the whole in accordance with the terms hereof. In performing its functions Wachovia, in such aforesaid capacities shall (x) have the sole and duties under this Agreement exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to Wachovia with respect to the Collateral under the other Loan DocumentsDeed of Hypothec and Movable Hypothec, applicable law or otherwise, and (y) benefit from and be subject to all provisions hereof with respect to the Administrative and Collateral Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders and Bank Product Providers. Any Person who becomes a Lender or a Bank Product Provider, as the case may be, 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 consented to and confirmed Wachovia as the person holding the power of agency or trust with or for attorney (fondé de pouvoir) and as the Borrower. The duties agent and custodian as aforesaid and to have ratified, as of the Agent date it becomes a Lender or a Bank Product Provider, as the case may be, all actions taken by Wachovia in such capacities. Wachovia shall be ministerial entitled to delegate from time to time any of its powers or duties under the Deed of Hypothec and administrative the Movable Hypothec to any Person and on such terms and conditions as Wachovia may determine from time to time. It is hereby understood that (a) the Deed of Hypothec, the Bond and Movable Hypothec executed by BlueLinx prior to the date hereof in naturefavor of Congress continue to be valid and enforceable in accordance with their respective terms and remain in full force and effect, and the Agent all reference therein to “Congress Financial Corporation” shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect be deemed to refer to Wachovia, and (b) no novation of any Bankkind has occurred in connection with any of the obligations secured by the Deed of Hypothec nor the Movable Hypothec, any such novation being hereby expressly disclaimed.

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 Agent: Agent 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 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. 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 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. (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 such direction such action as the Administrative Agent in good xxxxx xxxxx advisable under the circumstances. (b) The L/C Issuer shall act on behalf of the Lenders with respect to any BankLetters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Administrative Agent may agree at the request of the Required Lenders to act for the L/C Issuer with respect thereto; provided, however, that the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article VIII with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Article VIII included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

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. Each Bank Lender hereby irrevocably appoints and authorizes each of the Administrative Agent and the Collateral Agent to act as its agent hereunder and under the other Loan Financing Documents to which such Agent is or becomes a party with such powers as are specifically delegated to the such Agent by the terms hereof of this Agreement and thereofof such other Financing Documents, together with such other powers as are reasonably incidental thereto. The Agent:Each Agent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives, attorneys and agents): (a) shall have no duties or responsibilities except as those expressly set forth out in this Agreement and in the other Loan DocumentsFinancing Documents to which such Agent is or becomes a party, and shall not by reason of this Agreement or any such other Loan Financing Document be a trustee for any Bank; Lender or subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (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 Financing 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 Financing Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Financing Document or any other document referred to or provided for herein or therein therein, or for the validity or sufficiency of the security afforded hereby or thereby, or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; ; (c) shall not not, except (in the case of the Collateral Agent) to the extent expressly instructed by the Majority Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under with respect hereto or under, or with respect to, 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 Financing Document; (d) shall not be liable or responsible for any action taken taken, suffered or omitted to be taken by it hereunder or under under, or with respect to, any other Loan Financing 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 finally determined by a court of competent jurisdiction; and (e) shall not be required to take any action which is contrary to the Financing Documents or applicable Government Rules. The Each Agent may employ agents agents, experts and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents agents, experts 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 BanksAdministrative Agent, and together with the consent of the Borrower shall not have any rights as a third party beneficiary of any of to such assignment or transfer (to 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 extent provided 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 BankSection 11.06(b)).

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) 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 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 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 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 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. 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 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 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 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 of this Agreement and thereofof the other Basic 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 10.05 and the first sentence of Section 10.06 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 Administrative Agent may employ agents deem and attorneys-in-fact and shall not be responsible for treat the negligence or misconduct payee of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this Article VII are solely 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 BanksAdministrative Agent, 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 11.06(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 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 In order to expedite the various transactions contemplated by this Agreement, the Lenders hereby irrevocably appoints appoint and authorizes the authorize Agent to act as its their agent hereunder and under each of the other Loan Documents. The Agent consents to such appointment and agrees to perform the duties of the Agent as specified herein. The Lenders authorize and direct the Agent to take such action in their name and on their behalf under the 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, together with such other rights and powers as are reasonably incidental thereto. The AgentAgent is hereby expressly authorized to act as the Agent on behalf of the Lenders: (a) To receive on behalf of each of the Lenders and the Agent any payment of principal, interest, fees or other amounts paid pursuant to this Agreement and the Notes, and to distribute to each Lender and the Agent, or any or some of them its share of all payments so received as provided in this Agreement; (b) To receive all documents and items to be furnished under the Loan Documents; (c) To act as nominee for and on behalf of the Lenders and the Agent in and under the Loan Documents. (d) To arrange for the means whereby the funds of the Lenders are to be made available to the Borrower; (e) To distribute to the Lenders information, requests, notices, payments, prepayments, documents and other items received from the Borrower, the other Obligated Parties, and other Persons; (f) To execute and deliver to the Borrower, the other Obligated Parties, and other Persons, all requests, demands, approvals, notices, and consents received from the Lenders; (g) To the extent permitted by the Loan Documents, to exercise on behalf of itself and each Lender all rights and remedies of Lenders upon the occurrence of any Event of Default; (h) To enter into the Intercreditor Agreement; (i) To accept, execute, and deliver any security documents as the secured party, including, without limitation all financing statements; and (j) To take such other actions as may be requested by Required Lenders. 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 (i) may treat the payee of any Note as the holder thereof until the Agent receives an Assignment and Acceptance signed by such payee; (ii) 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 BankLender; (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 the Required Lenders; (iv) 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, 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 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 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. (a) Each Bank Lender hereby irrevocably (subject to Section 10.08) designates and appoints Scotia Capital, which designation and 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 Scotia Capital, as the Agent 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 Administrative Agent by the terms hereof of this Agreement and thereofthe other Loan Documents, together with such other powers as are reasonably incidental thereto. (b) The duties and responsibilities of the Administrative Agent shall be ministerial and administrative in nature. The Agent: Administrative Agent (awhich term as used in this sentence and in Section 10.05 and such first sentence of Section 10.06 hereof shall include reference to its Affiliates and its own and such Affiliates’ officers, directors, employees and agents) shall not: (i) 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; (bii) 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 it under, this Agreement or any other Loan DocumentAgreement, or for the due execution, legality, value, validity, effectiveness, genuineness, enforceability enforceability, perfection or sufficiency of this Agreement or Agreement, any other Loan Note, any Security Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Credit Parties, or any of them, 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 hereunder, except to the extent requested by the Required Banks, Lenders and then only on terms permitted under the Loan Documents and conditions satisfactory to the Agent, Applicable Law; 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. misconduct (as finally determined by a court of competent jurisdiction in a non-appealable decision). (c) The Administrative Agent may employ agents and consult with agents, attorneys-in-fact fact, public accountants and other experts selected by it and shall not be responsible for the negligence or misconduct of any such agents or agents, attorneys-in-fact selected by fact, public accountants or other experts it selects with reasonable care. The . (d) Subject to the foregoing, to Article X and to the provisions of this Article VII are solely for any intercreditor agreement among the benefit Lenders in effect from time to time, the Administrative Agent shall, on behalf of the Agent Lenders, (i) 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; (ii) 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 of the Security Documents, including the giving of any consent or waiver or the entering into of any amendment; (iii) execute, deliver and file UCC financing statements, Mortgages, Lease assignments and other such agreements, and possess instruments on behalf of any or all of the Lenders; and (iv) in the event of acceleration of the Obligations 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. (e) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien or security interest granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and payment in full of all of the Obligations, (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition expressly permitted hereunder or under any other Loan Document a fiduciary relationship or to which the Required Lenders have consented, or (iii) otherwise pursuant to and in respect accordance with the provisions of any Bankapplicable Loan Document. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release Collateral pursuant to this Section.

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. (a) Each Bank hereby irrevocably appoints Secured Party has appointed and authorizes authorized (or will be deemed to have appointed and authorized) the Collateral Agent to act as its agent hereunder and under the other Loan Documents Account Control Agreement with respect to the Collateral Account with such powers as are specifically delegated to the Agent it by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent:In addition to the rights, benefits, protections and immunities provided to the Collateral Agent in the Export Prepayment Agreement, the Collateral Agent (which term as used in this sentence, in Section 5.5 and in the first sentence of Section 5.6 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives and agents): (ai) shall have no duties or responsibilities except as those expressly set forth herein, in this the Account Control Agreement and in the other Loan Documents, agreements to which it is a party and shall not by reason of this Agreement or any other Loan Document such agreement be a trustee or fiduciary for any Bank; Secured Party, (bii) shall not be responsible to the Banks Secured Parties for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Documentherein, or in any certificate or other document referred to or provided for inherein, or received by any Bank under, this Agreement or any other Loan Documentof them hereunder, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement the Collateral 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, the Importer, the Guarantor 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 Banksproceedings, and then only on terms and conditions satisfactory to the Agent, and 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. . (b) The Collateral Agent may employ agents and agents, attorneys-in-fact fact, accountants, appraisers or other experts or advisers and shall not be responsible for the negligence or misconduct of or for the supervision of any such agents or attorneys-in-fact Persons that are selected by it in good faith. (c) Before the Collateral Agent acts or refrains from acting, it may require a certificate from any Person and/or an opinion of counsel satisfactory to the Collateral Agent with reasonable carerespect to the proposed action or inaction. The provisions of this Article VII are solely Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the benefit administration of the Collateral the Collateral Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act with respect to the Collateral, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Collateral Agent, be deemed to be conclusively proved and established by an officers’ certificate delivered to the BanksCollateral Agent, and such certificate, in the Borrower absence of gross negligence or bad faith on the part of the Collateral Agent, shall be full warrant to the Collateral Agent for any action taken, suffered or omitted to be taken by it upon the faith thereof. (d) Any Person: (i) into which the Collateral Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which the Collateral Agent shall be a party shall (if the Collateral Agent is not have the surviving entity) be the successor of the Collateral Agent without the execution or filing of any rights as a third party beneficiary document or any further act on the part 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 parties hereto or any other Loan Document a fiduciary relationship in respect of any BankSecured Party.

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. (a) Each Bank Lender hereby irrevocably (subject to Section 10.08) designates and appoints Canadian Imperial Bank of Commerce, 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 Canadian Imperial Bank of Commerce, 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 Agent:. (ab) The Agent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 shall include reference to its affiliates and its own and such affiliates' officers, directors, employees and agents) shall not: (i) 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; (bii) 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 other Loan Note, any Security Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any 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 except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Agent, Lenders; 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. . (c) The Agent may employ agents and attorneysattoneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneysattoneys-in-fact selected by it selects with reasonable care. The . (d) Subject to the foregoing, to Article XII and to the provisions of this Article VII are solely for any intercreditor agreement among the benefit Lenders in effect from time to time, the Agent shall, on behalf of the Agent Lenders, (i) 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 this Agreement; (ii) exercise any and all rights, powers and remedies of the Lenders under this Agreement Agreement, the Security Documents and under the other Loan Documents, including the giving of any consent or waiver or the entering into of any amendment, subject to the provisions of Article XII; (iii) 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 (iv) in the event of acceleration of the Borrower's 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. (e) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent shall act solely as agent upon any Collateral (i) upon termination of the Banks Commitments and does not assume and shall not be deemed to have assumed any obligation towards or relationship payment in full of agency or trust with or for the Borrower. The duties all of the Agent shall Obligations, (ii) constituting property sold or to be ministerial and administrative sold or disposed of as part of or in nature, and the Agent shall not have by reason of this Agreement connection with any disposition expressly permitted hereunder or under any other Loan Document a fiduciary relationship or to which the Required Lenders have consented or (iii) otherwise pursuant to and in respect accordance with the provisions of any Bankapplicable Loan Document. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release Collateral pursuant to this Section.

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 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 thereoftheir terms, together with such other powers as are reasonably incidental thereto. The Agent:Neither the Administrative Agent nor the Arranger (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to their respective Affiliates and their own and their respective Affiliates' officers, directors, employees, attorneys and agents): (a) shall have no any duties or responsibilities except as those expressly set forth in this Agreement and the other Loan Basic Documents, and or shall not by reason of this Agreement any Basic Document or any other Loan Document the performance of its duties thereunder be a trustee or fiduciary for any Bank; Lender or any Obligor; (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 Borrower or any other Person to perform any of its obligations hereunder or thereunder; ; (c) shall not shall, except to the extent expressly instructed pursuant to the provisions of this Agreement by the Majority Lenders with respect to collateral security under the Security Documents, 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 Basic Document; (d) shall not be responsible or liable to any Lender 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 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 ; (e) in performing its functions and duties under this Agreement and under the other Loan Credit Documents, the Agent shall act solely as agent of the Banks and does not assume and or shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Obligor, other than with respect to the BorrowerRegister, (it being understood that the provisions of this Section 11 are solely for the benefit of the Creditors, and no Obligor shall have any rights as a third-party beneficiary of any of the provisions hereof); or (f) shall be under any obligation to take any action hereunder or under any other Basic Document if the Administrative Agent determines that taking such action may conflict with any law or any provision of any Basic Document, or may require the Administrative Agent to qualify to do business in any jurisdiction where it is not then so qualified. The duties of the Administrative Agent shall be ministerial may employ and administrative in natureconsult with agents, attorneys-in-fact, independent public accountants, attorneys, and other experts and consultants selected by it, and shall not be responsible or liable for the negligence, gross negligence or misconduct of any such Person reasonably selected. The Administrative Agent shall not be responsible or liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, experts or other advisor. The Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, together with any necessary consents required by reason of this Agreement Section 12.06. The Arranger, as such, shall not have any independent duties or obligations under any other Loan Document a fiduciary relationship in respect of any BankBasic Document.

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 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 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 Lender 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 of this Agreement and thereofof the 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 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 for any Bank; Lender except to the extent that Administrative Agent acts as an agent with respect to the receipt or payment of funds, nor shall Administrative Agent have any fiduciary duty to any Credit Party nor shall any Lender have any fiduciary duty to any Credit Party or any other Lender; (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 the Loan Document Documents 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 any action taken or omitted to be taken by it under any Loan Document or under any other document or instrument referred to or provided for therein or in connection therewith, except to the extent any such action taken or omitted violates Administrative Agent’s standard of care set forth in the first sentence of Section 8.06; (d) shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Loan Documents, 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 Document; and (de) shall not be responsible for required to take any action taken which is contrary to the Loan Documents or omitted applicable Legal Requirements. The relationship between Administrative Agent and each Lender is a contractual relationship only, and nothing herein shall be deemed to be taken by it hereunder impose on Administrative Agent any obligations other than those for which express provision is made herein or under any in the 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 misconductDocuments. The Administrative Agent may employ agents and attorneys-in-fact , and may delegate all or any part of its obligations hereunder, to third parties and shall not be responsible for the negligence or misconduct of any such agents agents, attorneys in fact or attorneys-in-fact third parties selected by it in good faith. Administrative Agent may deem and treat the payee of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with reasonable careAdministrative Agent, any such assignment or transfer to be subject to the provisions of Section 10.05. The Except as provided in Section 8.08 and 8.09, the provisions of this Article VII VIII are solely for the benefit of Administrative Agent, the Agent and the BanksLenders, and the Borrower L/C Issuer and no Credit Party shall not have any rights as a third third-party beneficiary of any of the provisions hereof. In performing its functions of this Article VIII 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 Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason Lenders may modify, amend or waive such provisions of this Agreement or any other Loan Document a fiduciary relationship Article VIII in respect of any Banktheir sole and absolute discretion.

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 Bank Lender hereby irrevocably designates, appoints and authorizes the Agent The CIT Group/Business Credit, Inc. 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 Borrower any Borrower, 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 Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the other Loan Documents (excluding the Security Documents) with such powers as are specifically delegated to the Agent by the terms hereof of this Agreement and thereof, such other Loan Documents together with such other powers as are reasonably incidental thereto. The Agent: (a) 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. The 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 Document, Documents or in any certificate or other document documents 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 collectability of the Loans or for the validity, effectiveness or value of any interest or 102 -94- security covered by the Security Documents 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 or any of the other Borrower Affiliated Companies 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 the 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 misconductDocuments. The Agent may employ agents and attorneys-in-fact and shall not be responsible answerable, except as to money or securities received by it or its authorized agents, 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 Neither the 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 directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder, or the other Loan DocumentsDocuments or in connection herewith or therewith, 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 except for its or relationship of agency their own gross negligence 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 Bankwillful misconduct.

Appointment, Powers and Immunities. Each Bank hereby Secured Party irrevocably designates, appoints and authorizes the Agent Xxxxx Fargo 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 Bankother Secured 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 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-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 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 Bank; Lender; (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 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 not, except to the extent expressly instructed by the Majority Lenders with respect to collateral security under the Security Documents, 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 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 (or Registered Holder, as the case may be) of this Article VII are solely a Loan 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 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 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; (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 Document; (d) shall not be responsible to 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 Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent 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 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 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 VIII are solely for the benefit of the Administrative 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 Administrative Agent shall act solely as agent Administrative 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 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 BankLender.

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 thereofof the 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 11.05 and the first sentence of Section 11.06 shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): Credit Agreement (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 for any Bank; Lender; (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 Agreement, any Note or 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 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 Document; 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 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 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 a 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 BanksAdministrative Agent, and together with the Borrower shall not have any rights as a third party beneficiary of any consent of the provisions hereof. In performing its functions and duties under this Agreement and under Company to such assignment or transfer (to 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 extent required by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any BankSection 12.06(b)).

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. Without limiting the foregoing, each Bank authorizes the Agent to release a Guarantor from the provisions of Article X to the extent such Guarantor ceases to be a Subsidiary of the Borrower as a result of the Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of such Subsidiary in accordance with and to the extent permitted by the terms of Section 5.14.

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, except as expressly set forth herein. 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 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 Agent: (a) 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 DocumentsDocument, and be a trustee for any Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the 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 Document be a trustee for or any Bank; (b) applicable Governmental Requirements. Neither Agent nor any Lender shall not be responsible to the Banks any other Lender for any recitals, statements, representations or warranties made by 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 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 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 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 for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, Agent shall take such action with respect of to the Loan Documents (including without limitation acting on any Bankrequests for covenant waivers) as shall be directed by the Lenders.

Appointment, Powers and Immunities. Each Bank Lender, the Administrative Agent, each Financing Agent and, by acceptance of the benefits of this Agreement and the other Security Documents, each Designated Indebtedness Holder hereby irrevocably appoints and authorizes the Agent Xxxxxxx Xxxxx Bank USA to act as its agent hereunder and under the other Loan Documents with such powers as are specifically delegated to the Collateral Agent by the terms hereof and thereofof this Agreement, together with such other powers as are reasonably incidental thereto. The Agent:Collateral Agent (which term as used in this sentence and in Section 9.06 and the first sentence of Section 9.07 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 for, or a fiduciary with respect to, any Bank; Lender or Designated Indebtedness Holder; (b) shall not be responsible to the Banks Lenders, the Administrative Agent, the Financing Agents or the Designated Indebtedness Holders for any recitals, statements, representations or warranties contained in this Agreement or in any other Loan Documentnotice delivered hereunder, or in any other certificate or other document referred to or provided for in, or received by any Bank it under, this Agreement or any other Loan DocumentAgreement, 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 Obligors or any other Person to perform any of its obligations hereunder or thereunder; hereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder except, subject to Section 9.07, for any such litigation or under any other Loan Document except proceedings relating to the extent requested by enforcement of the Required Banksguarantee set forth in Section 3, and then only on terms and conditions satisfactory or the Liens created pursuant to the Agent, and Section 4; 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. Each Bank hereby irrevocably appoints and authorizes the Agent The Chase Manhattan Bank 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 Agent by the terms hereof and thereofof the Loan Documents, together with such other powers as are reasonably incidental thereto. The Each Bank agrees that upon Agent: 's execution of the Intercreditor Agreement it shall be bound by the terms and restrictions set forth for the Banks in the Intercreditor Agreement, and each Bank hereby consents to Agent's executing the Intercreditor Agreement on its behalf. 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 any Loan Document 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: (ai) may treat the payee of any Note as the holder thereof until it receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) 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; (biii) shall not be required to initiate any litigation or collection proceedings under any Loan Document except to the extent requested by Required Banks; (iv) 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 documentation 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 documentation 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 Borrowers), 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 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 in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by Required Banks, and such instructions of Required Banks 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 natureBanks; 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 In order to expedite the various transactions contemplated by this Agreement, the Lenders hereby irrevocably appoints appoint and authorizes authorize the Administrative Agent to act as its their agent hereunder and under each of the other Loan Documents. The Administrative Agent consents to such appointment and agrees to perform the duties of the Administrative Agent as specified herein. The Lenders authorize and direct the Administrative Agent to take such action in their name and on their behalf under the 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 Administrative Agent by for the terms hereof and thereofLenders, together with such other rights and powers as are reasonably incidental thereto. The AgentAdministrative Agent is hereby expressly authorized to act as the Administrative Agent on behalf of the Lenders: (a) To receive on behalf of each of the Lenders and the Administrative Agent any payment of principal, interest, fees or other amounts paid pursuant to this Agreement and the Term Loan Notes and to distribute to each Lender and the Administrative Agent, or any or some of them its share of all payments so received as provided in this Agreement; (b) To receive all documents and items to be furnished under the Loan Documents; (c) To act as nominee for and on behalf of the Lenders and the Administrative Agent in and under the Loan Documents; (d) To arrange for the means whereby the funds of the Lenders are to be made available to the Borrower; (e) To distribute to the Lenders information, requests, notices, payments, prepayments, documents and other items received from the Borrower, the other Obligated Parties, and other Persons; (f) To execute and deliver to the Borrower, the other Obligated Parties, and other Persons, all requests, demands, approvals, notices, and consents received from the Lenders; (g) To the extent permitted by the Loan Documents, to exercise on behalf of each Lender all rights and remedies of such Lender upon the occurrence of any Event of Default; (h) To enter into the Intercreditor Agreement; (i) To accept, execute, and deliver any security documents as the secured party, including, without limitation all financing statements; and (j) To take such other actions as may be requested by Required Lenders. Neither the Administrative Agent nor any of its Affiliates, officers, directors, employees, attorneys, financial advisors 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 (i) may treat the payee of any Term Loan 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; (ii) 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 BankLender; (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 the Required Lenders; (iv) 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, 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 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 personal 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 fiduciary relationship in respect of any Bankor applicable law.

Appointment, Powers and Immunities. Each Lender 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 Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority to: (x) act as the disbursing and collecting Agent for Lenders with respect to all payments and collections arising in connection with this Agreement and the other Financing Agreements; (y) execute and deliver as Agent each Financing Agreement (including the Factor Intercreditor Agreement, the Junkfood Subordination Agreement and each Collateral Access Agreement) and accept delivery of each such agreement by any Borrower, Guarantor or other Person; and (z) bind each Lender to the terms of the Factor Intercreditor Agreement and the Junkfood Subordination Agreement as if such Lender were a direct signatory thereto (including the terms of the Factor Intercreditor Agreement relating to the priority, enforcment and release of Agent: 's security interest and liens). 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 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 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 hereby Lender irrevocably designates, appoints and authorizes the Agent Congress 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 BankLender (except to the extent specifically provided in the Financing Agreements that are governed by the laws of England and Wales); (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 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 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 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 52 58 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. (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. (b) Without the prior written consent of Agent and all of the Lenders, Agent shall not (i) modify or amend in any respect whatsoever the interest rate provisions of the Credit Documents, (ii) increase the Commitment above $350,000,000.00, (iii) extend the Maturity Date other than in accordance with the express provisions of the Credit Documents, (iv) extend or reduce the due date for or the amount of the scheduled payments of principal or interest on the Loans or the Fee, (v) amend the definition of Majority Lenders or any requirement that certain actions be taken only with the consent of a certain number of the Lenders, or (vi) amend Section 5.15 of this Agreement. The From time ------------ to time upon Agent's request, each Lender shall execute and deliver such documents and instruments as may be reasonably necessary to enable Agent to effectively administer and service the Loan in its capacity as lead lender and servicer and in the manner contemplated by the provisions of this Article VII are solely for Agreement. (c) All information provided to the benefit Agent under or pursuant to the Credit Documents, and all rights of the Agent and to receive or request information, or to inspect information or Property, shall be by the BanksAgent on behalf of the Lenders. If any Lender requests that it be able to receive or request such information, and or make such inspections, in its own right rather than through the Agent, the Borrower will cooperate with the Agent and such Lender in order to obtain such information or make such inspection as such Lender may reasonably require. (d) The Borrower shall not have any rights be entitled to rely upon a written notice or a written response from the Agent as a third party beneficiary of any being pursuant to concurrence or consent of the provisions hereof. In performing its functions and duties under this Agreement and under Majority Lenders unless otherwise expressly stated in 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 Agent's notice 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 Bankresponse.

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 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: : (ai) 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; (bii) 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; (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 BanksLenders, and then only on terms and conditions satisfactory to the Administrative Agent, 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 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 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 Administrative 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 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 Lender. (b) Each Lender hereby designates Goldxxx Xxxhx Xxxdit Partners, L.P., Syndication Agent, and First Union National Bank, N.A., as Documentation Agent. The Syndication Agent and the Documentation Agent, in such capacities, shall have no duties or obligations whatsoever under this Agreement or any other Loan Document or any other document or any matter related hereto and thereto, but shall nevertheless be entitled to all the indemnities and other protection afforded to the Administrative Agent under this Article VII.

Appointment, Powers and Immunities. Each Bank The Lender hereby irrevocably appoints and authorizes the Security Agent to act as its agent hereunder and under the other Loan Finance Documents with such powers as are specifically delegated to the Security Agent by the terms hereof of the Finance Documents, including the execution and thereof, delivery of the Finance Documents together with such other powers as are reasonably incidental thereto. The Security Agent (which term as used in this sentence and in Clause 29.5 (Indemnification) hereof and the first sentence of Clause 29.6 (Non-Reliance on Security Agent:) hereof shall include reference to the Security Agent’s Affiliates and subagents and its own and its Affiliates’ and subagents 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 Finance Documents, and shall not by reason of this Agreement or any the other Loan Document Finance Documents be a trustee or fiduciary for any Bank; party hereto; (b) shall not be responsible to the Banks Lender 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, enforceability or sufficiency of this Agreement or any other Loan Finance Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Obligor 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 unless directed by the Required Banks, Lender and then only the Security Agent shall have received satisfactory indemnities pursuant to Subclause 29.5 (Indemnification) (and shall not commence an action or proceeding on terms and conditions satisfactory to behalf of the Agent, and Lender without obtaining the consent of the Lender thereto); and (d) shall not be responsible for any computation made in good faith or for any other 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 Security Agent may may, with the consent of the Lender, employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of or for the supervision of any such agents or attorneys-in-fact selected by it with reasonable utilizing due care. The provisions Security Agent will act in accordance with instructions duly given to it by the Lender in accordance with the Finance Documents. The Security Agent shall give prompt notice to the Lender of this Article VII are solely for the benefit of the Agent any notice or document (and the Banks, and its contents) received from the Borrower shall not have any rights as a third party beneficiary and promptly provide the Lender with such notice or document. Before the Security Agent acts or refrains from acting, it may require an officer’s certificate of any Obligor and/or an opinion of counsel satisfactory to the provisions hereofSecurity Agent with respect to the proposed action or inaction. In performing its functions and duties under this Agreement and under the other Loan Documents, the The Security Agent shall act solely as agent of the Banks and does not assume and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. Whenever in the administration of any Finance Document the Security Agent shall deem it necessary or desirable that a matter be provided or established prior to taking or suffering or omitting to take any act hereunder or thereunder, such matter (unless other evidence in respect thereof be herein or therein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Security Agent, be deemed to have assumed any obligation towards be conclusively proved and established by an officers’ certificate delivered to the Security Agent, and such certificate, in the absence of gross negligence or relationship of agency or trust with or for bad faith on the Borrower. The duties part of the Agent Security Agent, shall be ministerial and administrative in naturefull warrant to the Security Agent for any action taken, and suffered or omitted to be taken by it under the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect provisions of any BankFinance Document upon the faith thereof.

Appointment, Powers and Immunities. (a) Each Bank Lender (and Wachovia or the LC Issuer, as applicable, with respect to the Letter of Credit Obligations and the ForEx Obligations) hereby irrevocably appoints and authorizes the Agent (including its successors by merger) 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: (ai) shall have no duties or responsibilities except as 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 Lenders 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 under, Lender under this Agreement or any other Loan Credit Document, or for the 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 or any Guarantor 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 Credit Document except to the extent requested by the Required BanksLenders, and then only on terms and conditions satisfactory to which do not, in the reasonable judgment of the Agent, subject the Agent to any undue risk; and (div) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Credit 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 ARTICLE 7 are solely for the benefit of the Agent and the BanksLenders, and neither the Borrower nor any Guarantor 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 Credit 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 BorrowerBorrower or the Guarantors. 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 Credit Document a fiduciary relationship in respect of any BankLender. The Agent shall remit to the Lenders, as soon as reasonably practical following receipt thereof, all payments and other amounts received by it hereunder for the account of the Lenders. (b) Unless and until its authority to do so is revoked in writing by the Required Lenders, the Agent alone shall be authorized to determine whether any accounts or inventory of the Borrower or any Guarantor constitute Eligible Accounts or Eligible Inventory, or whether to impose or release any reserve, and to exercise its own credit judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from any liability to any Lender or any other Person for any errors in judgment. (c) The Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with this Agreement and the other Credit Documents; (ii) execute and deliver each Credit Document (other than this Credit Agreement) on behalf of the Lenders and accept delivery of each such agreement delivered by the Borrower or any Guarantor or any other Person; (iii) act as collateral agent for the Lenders for purposes of the perfection of all security interests and Liens created by this Agreement or the Security Documents with respect to all material items of the Collateral and, subject to the direction of the Required Lenders, for all other purposes stated therein; (iv) subject to the direction of the Required Lenders, manage, supervise or otherwise deal with the Collateral; and (v) except as may be otherwise specifically restricted by the terms of this Agreement and subject to the direction of the Required Lenders, exercise all remedies given to the Agent or Lenders with respect to any of the Collateral under the Credit Documents relating thereto, or under applicable law or otherwise. As to any matters not expressly provided for otherwise by this Agreement or any other Credit Document, the Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and thereunder in accordance with instructions signed by the Required Lenders, and such instructions of the Required Lenders to the Agent in any action taken or failure to act pursuant thereto shall be binding on all of the Lenders.

Appointment, Powers and Immunities. Each Bank hereby Lender irrevocably designates, appoints and authorizes the Agent Congress 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 promptly apply any amounts received from or on behalf of Borrower, or as proceeds of any Collateral, in accordance with Section 6.4 hereof, (b) shall promptly following the request of any Lender, deliver to such Lender copies of any report, notice, request or other document in any form received from Borrower or any Obligor pursuant to any Financing Agreement, (c) shall promptly notify Lenders if Agent becomes aware of the non-payment of any principal, interest or fee payable to any Lender under any Financing Agreement, (d) shall otherwise 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; (be) 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 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; (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 (df) shall not be responsible to 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.