Common use of Appointment, Powers and Immunities Clause in Contracts

Appointment, Powers and Immunities. (a) Each Lender hereby appoints and authorizes each of the Agents to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such Agent by the terms of this Agreement and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Agent (which term as used in this sentence, in Section 10.5 and in the first sentence of Section 10.6 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, (ii) shall not be responsible to the Secured Parties for any recitals, statements, representations or warranties contained in any Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or any Loan Document or any other document referred to or provided for herein or for any failure by any Obligor to perform any of its obligations hereunder or thereunder, (iii) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. Each Agent may 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 that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Agent to act as its agent hereunder hereunder, under the Security Documents and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Agent by the terms of this Agreement Agreement, the Security Documents and (as applicable) the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. Each The Agent (which term as used in this sentence, in Section 10.5 and in the first sentence of Section 10.6 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives and agents): (i) shall have no duties or responsibilities except those expressly set forth in this Agreement, the Security Documents 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 Secured Party, (ii) Lender, nor is the Agent acting in a fiduciary capacity of any kind under this Agreement, the Security Documents or the other Loan Documents or in respect thereof or in respect of any Lender. The Agent shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, the Security Documents, or the other Loan Documents, in any certificate or other document referred to or provided for in, or received by any of them under, any this Agreement, the Security Documents or the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Collateral Security Documents or any the other Loan Document Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or for the validity, effectiveness or value of any interest or security covered by the 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 Company, or any Obligor of its Subsidiaries to perform any of its obligations hereunder or thereunder, (iii) except as expressly provided in under the other Loan Documents. The Agent may take all actions by itself and/or it may employ agents and attorneys-in-fact, and shall not be required responsible, except as to initiate 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 under attorneys-in-fact, if such agents or attorneys-in-fact are selected by it with reasonable care. Neither the Agent nor any Loan Documentof its directors, and (iv) officers, employees or agents shall not be liable or responsible for any action taken or omitted to be taken by it hereunder or them hereunder, under any the Security Documents or the other document referred to or provided for herein Loan Documents or in connection herewithherewith or therewith, except for its or their own gross negligence or willful misconduct. Each Agent may 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 that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Agent to act as its agent hereunder and (as applicable) under each of the other Loan Documents with such powers as are specifically delegated to such the Agent by the terms of this Credit Agreement and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Agent (which term as used in this sentence, in Section 10.5 sentence and in 12.5 and the first sentence of Section 10.6 12.6 shall include reference to its Affiliates and its own and its Affiliates' the respective officers, directors, employees, representatives employees and agents): agents of the Agent and its Affiliates): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents and shall not by reason of this Credit Agreement or any other Loan Document to be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in any Loan Documentthis Credit Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Credit Agreement, or for the value, validity, effectiveness, genuineness, enforceability enforceability, perfection or sufficiency of the Collateral or this Credit Agreement, any Loan Document Note or any other document referred to or provided for herein or for any failure by any Obligor Borrower or any other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and hereunder except to the extent requested by or consented to by the Required Lenders; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. Each The Agent may 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 that were selected by it in good faith. (b) Before either with reasonable care. Subject to the foregoing, the Agent acts or refrains from actingshall, it may require an officer's certificate on behalf of the Lenders, exercise any and all rights, powers and remedies of the Lenders under this Credit Agreement and any other Loan Documents, including the giving of any Obligor and/or an opinion consent or waiver or the entering into of counsel satisfactory to such Agent with respect any amendment, subject to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration provisions of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents25. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) under the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 10.05 and in the first sentence of Section 10.6 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party,Lender; (iib) shall not be responsible to the Secured Parties 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 of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral 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 Borrowers or any Obligor other Person to perform any of its obligations hereunder or thereunder,; (iiic) shall not, except as to the extent expressly provided in instructed by the Loan Majority Lenders with respect to the collateral security under the Security Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document, ; and (ivd) 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 herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent and the Documentation Agent (each of an “Agent” and, collectively, the Agents “Agents”) to act as its agent agents hereunder and (as applicable) under the other Loan Credit Documents with such powers as are specifically delegated to such the Administrative Agent and the Documentation Agent, as the case may be, by the terms of this Agreement hereof and (as applicable) the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. Each Agent (which term as used in this sentence, sentence and in Section 10.5 and in the first sentence of Section 10.6 8.5 hereof shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, representatives employees and agents): ): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement or in any of the Loan Documents Credit Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Bank; (iib) shall not be responsible to the Secured Parties Banks for any recitals, statements, representations or warranties contained in this Agreement or any Loan Document, or of the other documents in any certificate or any of the other document referred to or provided for in, Credit Documents or received by any of them under, this Agreement or any Loan Documentof the other Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this Agreement, any Note or any Loan Document or any of the other document referred to or provided for herein Credit Documents or for any failure by the Borrower or any Obligor other Person to perform any of its obligations hereunder or thereunder, , or for the satisfaction of any condition precedent specified in Section 4 hereof; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any of the other document referred to or provided for herein or in connection herewithCredit Documents, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent shall be conclusively entitled to assume that the conditions precedent set forth in Section 4.1 hereof have been satisfied unless the Administrative 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. Each Agent may 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 that were selected by it in good faith. (b) Before either . The Administrative Agent acts or refrains from acting, it may require an officer's certificate deem and treat the payee of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to Note as the proposed action or inaction. Neither Agent shall be liable holder thereof for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration all purposes hereof unless and until a written notice of the Loan Documents either Agent assignment or transfer thereof shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in have been filed with the absence of gross negligence or bad faith on the part of such Administrative Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender Bank hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such Administrative Agent by the terms of this Agreement and (as applicable) of the other Loan Documents, to which such Administrative Agent is a party, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 11.05 and in the first sentence of Section 10.6 11.06 hereof shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, representatives employees and agents): ): (ia) shall have no duties or responsibilities (including fiduciary or implied duties) except those expressly set forth in this Agreement and in the other Loan Documents Documents, to which such Administrative Agent is a party, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Bank; (iib) shall not be responsible to the Secured Parties Banks 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 of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any collateral security provided for by any of the Collateral Security Documents, or of this 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, any other Obligor or any other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document, and ; (ivd) 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 herewithherewith or therewith, except for its own gross negligence or willful misconduct; and (e) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights or powers expressly contemplated by this Agreement and the other Loan Documents that the Administrative Agent is required to exercise following its receipt of written instructions from the Majority Banks, as the case may be, in accordance with the provisions of this Agreement and the other Loan Documents. Each The Administrative Agent may 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 that were selected by it in good faith. (b) Before either . The Administrative Agent acts or refrains from acting, it may require an officer's certificate deem and treat the payee of any Obligor and/or an opinion Note as the holder thereof for all purposes hereof unless and until a notice of counsel satisfactory the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the consent of the Borrower to such Agent with respect assignment or transfer (to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take extent provided in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribedSection 12.06(b) may, in the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentshereof). (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) the such other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 8.05 and in the first sentence of Section 10.6 8.06 shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, representatives attorneys, accountants, experts and agents): ): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary for any Secured Party, Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of the Collateral or this Agreement, any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Company or any Obligor other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder, thereunder or for the existence or value of, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the Company, the Subsidiaries or any other obligor or guarantor; (iiic) except as expressly provided in the Loan Documents, pursuant to Section 8.07 shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewithherewith including its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct. Each 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 or for the supervision of any such agents agents, accountants, attorneys or attorneys-in-fact that were experts selected by it in good faith. (b) Before either Agent acts faith or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered taken or omitted to be taken in good faith by it under in accordance with the Loan Documents upon the faith thereofadvice of such agents, accountants, attorneys or experts. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Administrative Agent may be merged deem and treat the payee named in any Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent transfer thereof permitted hereunder shall be a party shall (if such have been filed with the Administrative Agent. The Administrative Agent is not authorized to release any cash collateral that is permitted to be released pursuant to the surviving entity) be the successor terms of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties heretothis Agreement.

Appointment, Powers and Immunities. (a) Each Lender Bank hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement hereof and (as applicable) the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. Each Agent The Administrative Agent: (which term as used in this sentence, in Section 10.5 and in the first sentence of Section 10.6 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives and agents): (ia) shall have no duties or responsibilities except those as 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 or fiduciary for any Secured Party, Bank; (iib) shall not be responsible to the Secured Parties 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 of them Bank under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any Obligor the Borrower to perform any of its obligations hereunder or thereunder, thereunder or for the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent; (iiic) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Banks (or such other number or percentage of the Banks as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to initiate take any action that, in its opinion or conduct any litigation the opinion of its counsel, may expose the Administrative Agent to liability or collection proceedings under that is contrary to any Loan DocumentDocument or applicable law, and and (ivd) 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 herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it with reasonable care. The exculpatory provisions of this Article shall apply to any such agent and any such attorneys-in-fact, and shall apply to their respective activities in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent connection with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration syndication of the Loan Documents either credit facilities provided for herein as well as activities as Administrative Agent. The provisions of this Article VII are solely for the benefit of the Administrative Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in and the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such AgentBanks, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger Borrower shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be rights as a third party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part beneficiary of any of the parties heretoprovisions hereof (other than Section 7.10). In performing its functions and duties under this Agreement and under the other Loan Documents, the Administrative Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship or any implied duties, regardless of whether a Default has occurred and is continuing, in respect of any Bank.

Appointment, Powers and Immunities. (a) Each Lender Bank hereby irrevocably appoints and authorizes each of the Agents Agent to act as its agent hereunder hereunder, under the Notes and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Agent by the terms of this Agreement and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Agent The Agent: (which term as used in this sentence, in Section 10.5 and in the first sentence of Section 10.6 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives and agents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents this Agreement, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Bank; (iib) shall not be responsible to the Secured Parties Banks for any recitals, statements, representations or warranties contained in any this Agreement, the Notes or the other Loan DocumentDocuments, or in any certificate or other document documents referred to or provided for in, or received by any of them under, any this Agreement, the Notes or the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or the Collateral or any other Loan Document Documents or any other document referred to or provided for herein or for any failure by the Borrower or any Obligor other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. Each The Agent may 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 that were selected by it in good faith. (b) Before either . The Agent acts or refrains from acting, it may require an officer's certificate deem and treat the payee of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to Note as the proposed action or inaction. Neither Agent shall be liable holder thereof for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration all purposes hereof unless and until a written notice of the Loan Documents either Agent assignment or transfer thereof shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in have been filed with the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender Bank hereby appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 10.05 and in the first sentence of Section 10.6 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents this Agreement, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party,Bank; (iib) shall not be responsible to the Secured Parties Banks for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or this Agreement, any Loan Document Note or any other document referred to or provided for herein or for any failure by the Company or any Obligor other Person to perform any of its obligations hereunder or thereunder,; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faith. (b) Before either . The Administrative Agent acts 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 refrains from actingtransfer thereof shall have been filed with the Administrative Agent, it may require an officer's certificate together with the consent of any Obligor and/or an opinion of counsel satisfactory the Company to such Agent with respect assignment or transfer (to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribedextent required by Section 11.06(b) may, in the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentshereof). (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes Texas Commerce Bank National Association, as the Administrative Agent, and Chemical Bank, as the Auction Agent, each of the Agents to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent and Auction Agent respectively by the terms of this Agreement and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Syndication Agent, in such capacity, shall have no duties or responsibilities and shall incur no liabilities under the Loan Documents. Each Agent (which term as used in this sentence, sentence and in Section 10.5 11.05 and in the first sentence of Section 10.6 11.06 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives attorneys, accountants, experts and agents): ): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents this Agreement, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of the Collateral or this Agreement, any Loan Document Note or any other document referred to or provided for herein or for any failure by the Company or any Obligor other Person (other than such Agent) to perform any of its obligations hereunder or thereunder, thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Company, its Subsidiaries or any other obligor or guarantor; (iii) except as expressly provided in the Loan Documents, pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewithherewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. Each 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 or for the supervision of any such agents agents, accountants, attorneys or attorneys-in-fact that were experts selected by it in good faith. (b) Before either Agent acts faith or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered taken or omitted to be taken in good faith by it under in accordance with the Loan Documents upon the faith thereofadvice of such agents, accountants, attorneys or experts. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Each Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not deem and treat the surviving entity) be the successor of such Agent without the execution or filing payee of any instrument or any further act on Note as the part of any holder thereof for all purposes hereof unless and until a written notice of the parties heretoassignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Basic Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement hereof and (as applicable) the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, in Section 10.5 and in the first sentence of Section 10.6 11 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and the Loan Documents other Basic Documents, and shall not by reason of this Agreement or any other Loan Basic Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in this Agreement or any Loan other Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any Loan other Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this Agreement or any Loan other Basic Document or any other document referred to or provided for herein or therein or for any failure by the Company, the Canadian Borrower, any Obligor other Borrower or any of the Subsidiary Guarantors or any other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any Loan Document, and other Basic Document except to the extent requested by the Majority Lenders; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Basic Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faithwith reasonable care. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 10.05 and in the first sentence of Section 10.6 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party,Lender; (iib) shall not be responsible to the Secured Parties 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 of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral 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 Company or any Obligor other Person to perform any of its obligations hereunder or thereunder,; (iiic) shall not, except as to the extent expressly provided in instructed by the Loan Majority Lenders with respect to collateral security under the Security Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document, ; and (ivd) 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 herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) under the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 10.05 and in the first sentence of Section 10.6 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party,Lender; (iib) shall not be responsible to the Secured Parties 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 of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this 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 Borrowers or any Obligor other Person to perform any of its obligations hereunder or thereunder,; (iiic) shall not, except as to the extent expressly provided in instructed by the Loan Majority Lenders with respect to the collateral security under the Security Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document, and; and Credit Agreement ---------------- (ivd) 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 herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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-attorneys- in-fact that were selected by it in good faith. . The Administrative Agent may deem and treat the payee (bor Registered Holder, as the case may be) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to a Note as the proposed action or inaction. Neither Agent shall be liable holder thereof for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration all purposes hereof unless and until a notice of the Loan Documents either Agent assignment or transfer thereof shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in have been filed with the absence of gross negligence or bad faith on the part of such Administrative Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby and each Issuing Bank irrevocably designates, appoints and authorizes each of the Agents Wachovia to act as its agent the Administrative Agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, in Section 10.5 and in the first sentence of Section 10.6 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties 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 of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any Obligor Loan Party or any other Person to perform any of its obligations hereunder or thereunder, ; and (iii) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and (ivc) 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 herewithherewith 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. Each 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 or for the supervision of any such agents or attorneys-in-fact that were persons selected by it in good faith. (b) Before either . The Administrative Agent acts or refrains from acting, it may require an officer's certificate deem and treat the payee of any Obligor and/or note as the holder thereof for all purposes hereof unless and until the assignment thereof pursuant to an opinion of counsel agreement (if and to the extent permitted herein) in form and substance satisfactory to such Agent with respect to the proposed action or inaction. Neither Administrative Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate have been delivered to such and acknowledged by the Administrative Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 10.05 and in the first sentence of Section 10.6 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents this Agreement, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party,Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties made by any other Person contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any of them from any other Person under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or this Agreement, any Loan Document Note or any other document referred to or provided for herein or for any failure by any Obligor Borrower or any other Person to perform any of its obligations hereunder or thereunder,; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faith. (b) Before either . The Administrative Agent acts 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 refrains from actingtransfer thereof shall have been filed with the Administrative Agent, it may require an officer's certificate together with the consent of any Obligor and/or an opinion of counsel satisfactory the applicable Borrower to such Agent with respect assignment or transfer (to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribedextent required by Section 11.06(b) may, in the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentshereof). (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender and each Issuing Bank hereby irrevocably (but subject to Section 10.08) appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 10.05 and in the first sentence of Section 10.6 10.06 shall include reference to its Affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, representatives employees and agents): ): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents this Agreement and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in any Loan Document, this Agreement or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or this Agreement, any Loan Document Note or any other document referred to or provided for herein or for any failure by the Company or any Obligor other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faithwith reasonable care. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby Secured Party irrevocably designates, appoints and authorizes each of the Agents Xxxxx Fargo to act as its agent Agent hereunder and (as applicable) under the other Loan Documents Financing Agreements and each of Xxxxx Fargo, Bank of America, N.A. and General Electric Capital Corporation to act as Co-Collateral Agents hereunder, in each case with such powers as are specifically delegated to such Agent and Co-Collateral Agents, respectively, by the terms of this Agreement and (as applicable) of the other Loan DocumentsFinancing Agreements, together with such other powers as are reasonably incidental thereto. Each Agent and Co-Collateral Agents (which term as used in this sentence, in Section 10.5 and in the first sentence of Section 10.6 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the Loan Documents other Financing Agreements, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any Loan Documentof the other Financing Agreements, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any Obligor Borrower or any Guarantor or any other Person to perform any of its obligations hereunder or thereunder, ; and (iii) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and (ivc) shall not be responsible to Secured Parties 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 herewithherewith 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. Each Agent and Co-Collateral Agents may employ agents and attorneys-in-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-attorneys in fact that were selected by it in good faith. (b) Before either . Agent acts or refrains from acting, it may require an officer's certificate deem and treat the payee of any Obligor and/or note as the holder thereof for all purposes hereof unless and until the assignment thereof pursuant to an opinion of counsel agreement (if and to the extent permitted herein) in form and substance satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate have been delivered to such and acknowledged by Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender 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 each of the Agents ING to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Collateral Agent by the terms of this Agreement and (as applicable) the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each The Collateral Agent (which term as used in this sentence, sentence and in Section 10.5 9.06 and in the first sentence of Section 10.6 9.07 shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents this Agreement and shall not by reason of this Agreement or any other Loan Document be a trustee for, or a fiduciary for with respect to, any Secured Party,Lender or Designated Indebtedness Holder; (iib) shall not be responsible to the Secured Parties 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 Loan Documentnotice delivered hereunder, or in any other certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or any Loan Document this Agreement or any other document referred to or provided for herein or therein or for any failure by the Obligors or any Obligor other Person to perform any of its obligations hereunder or thereunder,hereunder; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 9.07, for any Loan Documentsuch litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each Agent may 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 that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender Bank hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 11.05 and in the first sentence of Section 10.6 11.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents this Agreement, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party,Bank; (iib) shall not be responsible to the Secured Parties Banks for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or any Loan Document this Agreement, or any other document referred to or provided for herein or for any failure by any Obligor Borrower or any other Person to perform any of its obligations hereunder or thereunder,; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby appoints and authorizes each of the Agents to act as its agent hereunder and (as applicable) under the other Loan Documents to which such Agent is a party with such powers as are specifically delegated to such Agent by the terms of this Agreement and (as applicable) the other Loan DocumentsDocuments to which such Agent is a party and no implied duties or responsibilities shall be read into this Agreement against the Agents, together with such other powers as are reasonably incidental thereto. Each Agent (which term as used in this sentence, sentence and in Section 10.5 and in the first sentence of Section 10.6 shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, representatives and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents to which such Agent is a party and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Lender Party, (ii) shall not be responsible to the Secured Lender Parties for any recitals, statements, representations or warranties contained in any Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral Rights or any Loan Document or any other document referred to or provided for herein or for any failure by any Obligor to perform any of its obligations hereunder or thereunder, (iii) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and, (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct, (v) shall not be bound to make any investigation into the facts or matters stated in any certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document, (vi) shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Agent has been advised of the likelihood of such loss or damage and regardless of the form of action, and (vii) in no event shall any Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that each Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. Each Agent may 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 that were selected by it in good faith. Each Agent shall as soon as practicable provide the Lenders with all information and copies of all notices which are given to it and which by the terms of this Agreement are to be provided or given to the Lenders. (b) Before either any Agent acts or refrains from acting, it may require an officer's ’s certificate of from any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither No Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either to which such Agent is a party, such Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan DocumentDocument to which such Agent is a party, 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 such Agent, be deemed to be conclusively proved and established by an officers' ’ certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56. (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either any Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either any Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender Bank hereby appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section SECTION 10.5 and in the first sentence of Section SECTION 10.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents this Agreement, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party,Bank; (iib) shall not be responsible to the Secured Parties Banks for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or this Agreement, any Loan Document Note or any other document referred to or provided for herein or for any failure by a Borrower or any Obligor other Person to perform any of its obligations hereunder or thereunder,; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, andhereunder; (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct, and (e) shall not be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other documents related to this Agreement, or to inspect the properties, books or records of any Fund or any Borrower. Each The Administrative Agent may 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 that were selected by it in good faith. (b) Before either . The Administrative Agent acts 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 refrains from actingtransfer thereof shall have been filed with the Administrative Agent, it may require an officer's certificate together with the consent of any Obligor and/or an opinion of counsel satisfactory the Funds to such Agent with respect assignment or transfer (to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribedextent required by SECTION 11.6(B) may, in the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentshereof). (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Facility Agent to act as its agent hereunder Facility Agent under this Agreement and (as applicable) under the other Loan Documents Related Documents, as “Mortgagee”, or Collateral Agent under each Security Agreement (references in this Article VII to the term “Facility Agent” being deemed to include as well such other capacities), with such powers and discretion as are specifically delegated to such the Facility Agent by the terms of this Agreement and (as applicable) the other Loan Related Documents, together with such other powers as are reasonably incidental thereto. Each The Facility Agent (which term as used in this sentence, sentence and in Section 10.5 7.5 and in the first sentence of Section 10.6 7.6 hereof shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, representatives and agentsFacility Agents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Related Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party,Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in any Loan Documentrepresentation, or warranty (whether written or oral) made in or in connection with any Related Document or any certificate or other document referred to or provided for in, or received by any of them under, any Loan Related Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of the Collateral or any Loan Document Related Document, or any other document referred to or provided for herein therein or for any failure by any Obligor ACS Group Member or any other Person to perform any of its obligations hereunder or thereunder,; (iiic) except as expressly provided in shall not be responsible for or have any duty to ascertain, inquire into, or verify the Loan Documents, performance or observance of any covenants or agreements by any ACS Group Member or the satisfaction of any condition or to inspect the property (including the books and records) of any ACS Group Member or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Related Document, ; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection herewithwith any Related Document, except for its own gross negligence or willful misconduct. Each The Facility Agent may employ agents Facility Agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of or for the supervision of any such agents Facility Agents or attorneys-in-fact that were selected by it in good faithwith reasonable care. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Agent to act as its agent Agent hereunder and (as applicable) under the other Loan Documents Security Instruments with such powers as are specifically delegated to such the Agent by the terms of this Agreement and (as applicable) the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. Each The Agent (which term as used in this sentence, sentence and in Section 10.5 11.05 and in the first sentence of Section 10.6 11.06 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives attorneys, accountants, experts and agents): Agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary for any Secured Party, Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of the Collateral or this Agreement, any Loan Document Note or any other document referred to or provided for herein or for any failure by the Borrower or any Obligor other Person (other than the Agent) to perform any of its obligations hereunder or thereunder, thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (iii) except as expressly provided in the Loan Documents, pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewithherewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. Each The Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of or for the supervision of any such agents agents, accountants, attorneys or attorneys-in-fact that were experts selected by it in good faith. (b) Before either Agent acts faith or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered taken or omitted to be taken in good faith by it under in accordance with the Loan Documents upon advice of such agents, accountants, attorneys or experts. The Agent may deem and treat the faith thereofpayee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Agent. Credit Agreement 56 (c) The Arranger shall not have Agent is authorized to release any liability collateral, or responsibility whatsoever under subordinate any Lien on any collateral, that is permitted to be sold or otherwise disposed of or released pursuant to the terms of the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder under this Agreement and (as applicable) under the other Loan Financing Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) the other Loan Financing Documents, together with such other powers as are reasonably incidental theretoto such powers. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 10.05 and in the first sentence of Section 10.6 10.06 shall include reference to its Affiliates affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, representatives and agents): ): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents Financing Documents, and shall not by reason of this Agreement or any other Loan Financing Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in any Loan Financing Document, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Financing Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or any Loan Financing Document or any other document referred to or provided for herein in any Financing Document or for any failure by the Borrower or any Obligor other Person to perform any of its obligations hereunder or thereunder, under any Financing Document; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and Financing Document and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder under any Financing Document or under any other document or instrument referred to or provided for herein in any Financing Document or in connection herewithwith any Financing Document, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were reasonably selected by it in good faith. (b) Before either . The Administrative Agent acts or refrains from acting, it may require an officer's certificate deem and treat the payee of any Obligor and/or an opinion Note as the holder of counsel satisfactory such Note for all purposes of the Financing Documents unless and until a notice of the assignment or transfer of such Note shall have been filed with the Administrative Agent, together with the consent of the Borrower to such Agent with respect assignment or transfer (to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take extent provided in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan DocumentsSection 11.06(b)). (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Agent to act as its agent hereunder under this Agreement and (as applicable) under the other Loan Documents with such powers and discretion as are specifically delegated to such the Agent by the terms of this Agreement and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Agent (which term as used in this sentence, sentence and in Section 10.5 and in the first sentence of Section 10.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives and agents): ): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents this Agreement and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in or in connection with any Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of the Collateral or any Loan Document Document, or any other document referred to or provided for herein therein or for any failure by any Obligor Person to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder, have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Person or the satisfaction of any condition or to inspect the property (iiiincluding the books and records) except as expressly provided in the Loan Documents, of any Person; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and ; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection herewithwith any Loan Document, except for its own gross negligence or willful misconduct. Each The Agent may 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 that were selected by it in good faithwith reasonable care. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Agent to act as its agent hereunder under this Agreement and (as applicable) under the other Loan Documents with such powers and discretion as are specifically delegated to such Agent by the terms of this Agreement and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Agent (which term as used in this sentence, sentence and in Section 10.5 9.5 and in the first sentence of Section 10.6 9.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives and agents): ): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents this Agreement and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in or in connection with any Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of the Collateral or any Loan Document Document, or any other document referred to or provided for herein therein or for any failure by any Obligor Related Person or any other Person to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder, have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Related Person or the satisfaction of any condition or to inspect the property (iiiincluding the books and records) except as expressly provided in the Loan Documents, of any Related Person or any of its Subsidiaries or affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and ; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection herewithwith any Loan Document, except for its own gross negligence or willful misconduct. Each Agent may 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 that were selected by it in good faithwith reasonable care. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 11.05 and in the first sentence of Section 10.6 11.06 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): ): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents this Agreement, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or this Agreement, any Loan Document Note or any other document referred to or provided for herein or for any failure by the Company or any Obligor other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, even if such actions or omissions are foreseeably caused by the ordinary negligence of the Administrative Agent, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faith. (b) Before either . The Administrative Agent acts or refrains from acting, it may require an officer's certificate deem and treat the payee of any Obligor and/or an opinion Note as the holder thereof for all purposes hereof unless and until a written notice of counsel satisfactory the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the written consent of the Company to such Agent with respect to the proposed action assignment or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentstransfer. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender Bank hereby irrevocably appoints and authorizes each of the Agents Agent to act as its administrative and collateral agent hereunder hereunder, under the Security Documents and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Agent by the terms of this Agreement Agreement, the Security Documents and (as applicable) the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. Each The Agent (which term as used in this sentence, in Section 10.5 and in the first sentence of Section 10.6 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives and agents): (i) shall not have no any duties or responsibilities except those expressly set forth in this Agreement, the Security Documents 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 Secured Party, (ii) Bank. The Agent shall not be responsible to the Secured Parties Banks for any recitals, statements, representations or warranties or conditions precedent contained in any this Agreement, the Security Documents, or the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by the Agent or any of them Bank under, any this Agreement, the Security Documents or the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Collateral Security Documents 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 other Obligations or for the validity, effectiveness or value of any interest or 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 any Obligor Borrower or any of the other Loan Parties to perform any of its obligations hereunder or thereunder, (iii) except as expressly provided in under the other Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. Each 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 or for the supervision of any such agents or attorneys-in-fact that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inactionreasonable care. Neither the Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered taken or omitted to be taken by it or them hereunder, under the Security Documents or the other Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentsin connection herewith or therewith, except for its or their own gross negligence or willful misconduct. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Basic Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement hereof and (as applicable) the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, in Section 10.5 and in the first sentence of Section 10.6 11 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): ): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and the Loan Documents other Basic Documents, and shall not by reason of this Agreement or any other Loan Basic Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in this Agreement or any Loan other Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any Loan other Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this Agreement or any Loan other Basic Document or any other document referred to or provided for herein or therein or for any failure by the Company, the Canadian Borrower, any Obligor other Borrower or any of the Subsidiary Guarantors or any other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any Loan Document, and other Basic Document except to the extent requested by the Majority Lenders; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Basic Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faithwith reasonable care. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender Bank hereby ---------------------------------- irrevocably appoints and authorizes each of the Agents Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Agent by the terms of this Agreement and (as applicable) the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each The Agent (which term as used in this sentence, sentence and in Section 10.5 10.05 and in the first sentence of Section 10.6 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): ) and the Co-Agents: (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents this Agreement, and shall not by reason of this Agreement or any other Loan Document be a trustee or other fiduciary for any Secured Party, Bank; (iib) shall not be responsible to the Secured Parties Banks for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or this Agreement, any Loan Document Note or any other document referred to or provided for herein or therein or for any failure by the Company or any Obligor other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. Each The Agent may 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 that were selected by it in good faith. (b) Before either . The Agent acts or refrains from acting, it may require an officer's certificate deem and treat the payee of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to Note as the proposed action or inaction. Neither Agent shall be liable holder thereof for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration all purposes hereof unless and until a written notice of the Loan Documents either Agent assignment or transfer thereof shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in have been filed with the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender Bank hereby appoints ---------------------------------- and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent Credit Agreement ---------------- (which term as used in this sentence, sentence and in Section 10.5 10.05 and in the first sentence of Section 10.6 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents this Agreement, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party,Bank; (iib) shall not be responsible to the Secured Parties Banks for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentunder this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or any Loan Document this Agreement or any other document referred to or provided for herein or for any failure by any Obligor the Company to perform any of its obligations hereunder or thereunder,; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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-attorneys- in-fact that were selected by it in good faith. (b) Before either . The Administrative Agent acts or refrains from acting, it may require an officer's certificate deem and treat the payee of any Obligor and/or promissory note evidencing any Loans hereunder as the holder thereof for all purposes hereof unless and until an opinion of counsel satisfactory Assignment and Acceptance relating to such Agent Loans shall have been filed with respect the Administrative Agent, together with the consent of the Company thereto (to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take extent provided in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribedSection 11.06(b) may, in the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentshereof). (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender Loan Participant hereby irrevocably appoints and authorizes each Bank of the Agents Utah to act as its agent hereunder and (as applicable) under the other Loan Basic Documents with such powers as are specifically delegated to such the Agent by the terms of this Agreement and (as applicable) Agreement, of the other Loan Basic Documents, together with such other powers as are reasonably incidental thereto. Each The Agent (which term as used in this sentence, sentence and in Section 10.5 11.05 and in the first sentence of Section 10.6 11.06 shall include reference to its Affiliates affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, representatives employees and agents): ): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement, in the Loan Documents other Basic Documents, and shall not by reason of this Agreement or Agreement, any other Loan Basic Document be a trustee or fiduciary for any Secured Party, Loan Participant; (iib) shall not be responsible to the Secured Parties Loan Participants for any recitals, statements, representations or warranties contained in this Agreement, in any Loan other Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, any Loan other Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or this Agreement, any Loan Note, any other Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any Obligor other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder, under any Loan other Basic Document, and ; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder hereunder, under any other Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each 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 in good faith. The Agent may deem and treat the payee of any 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 Agent, together with the consent of the Borrower to such assignment or transfer (to the extent provided in Section 12.06(b)). (b) Each Loan Participant hereby irrevocably appoints and authorizes Bank of Utah, and Bank of Utah hereby accepts such appointment, to act as its Security Trustee hereunder and under the other Basic Documents with such powers as are specifically delegated to the Security Trustee by the terms of this Agreement, of the other Basic Documents, together with such other powers as are reasonably incidental thereto. The Security Trustee (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): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement, in the other Basic Documents, and shall not by reason of this Agreement, any other Basic Document be a trustee for any Loan Participant; (b) shall not be responsible to the Loan Participants for any recitals, statements, representations or warranties contained in this Agreement, in any other Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, any other Basic Document, or for the supervision value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note, any other 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 be required to initiate or conduct any litigation or collection proceedings hereunder, under any other Basic Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder, under any other 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 Security Trustee 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 that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it . The Security Trustee may require an officer's certificate deem and treat the payee of any Obligor and/or an opinion Note as the holder thereof for all purposes hereof unless and until a notice of counsel satisfactory the assignment or transfer thereof shall have been filed with the Agent, together with the consent of the Borrower to such Agent with respect assignment or transfer (to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take extent provided in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan DocumentsSection 12.06(b)). (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 11.05 hereof and in the first sentence of Section 10.6 11.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party,Lender; (iib) shall not be responsible to the Secured Parties 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 of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this 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 Company or any Obligor other Person to perform any of its obligations hereunder or thereunder,; (iiic) shall not, except as to the extent expressly provided in instructed by the Loan Majority Lenders with respect to collateral security under the Security Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document, ; and (ivd) 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 herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faith. . The Administrative Agent may deem and treat the payee (bor Registered Holder, as the case Credit Agreement may be) Before either Agent acts of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or refrains from actingtransfer thereof shall have been filed with the Administrative Agent, it may require an officer's certificate together with the consent of any Obligor and/or an opinion of counsel satisfactory the Company to such Agent with respect assignment or transfer (to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribedextent required by Section 12.06(b) may, in the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentshereof). (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Security Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) of the other Loan Basic Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 11.05 hereof and in the first sentence of Section 10.6 11.06 hereof shall include reference references to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the Loan Documents other Basic Documents, and shall not by reason of this Agreement or any other Loan Basic Document be a trustee or fiduciary for any Secured Party,Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any Loan other Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any Loan other Basic Document, or for the CREDIT AGREEMENT value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this Agreement, any Note or any Loan other Basic Document or any other document referred to or provided for herein or therein or for any failure by any Obligor or any other Person to perform any of its obligations hereunder or thereunder,; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any Loan Documentother Basic Document (except for the exercise of remedies under the Security Documents, as expressly provided therein); and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faith. (b) Before either . The Administrative Agent acts or refrains from acting, it may require an officer's certificate deem and treat the payee of any Obligor and/or an opinion Note as the holder thereof for all purposes hereof unless and until a notice of counsel satisfactory the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the consent of the Borrower to such Agent with respect assignment or transfer (to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take extent provided in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribedSection 12.05(b) may, in the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentshereof). (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 13.5 and in the first sentence of Section 10.6 13.6 shall include reference to its Affiliates affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement, in the other Loan Documents and in any written agreement entered into by the Lenders and the Administrative Agent with respect to the Loan, and shall not by reason of this Agreement or Agreement, any other Loan Document or any such written agreement be a trustee or fiduciary for any Secured Party,Lender; (iib) shall not be responsible to the Secured Parties 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 of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this 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 any Obligor Borrower or any other Person to perform any of its obligations hereunder or thereunder, (iii) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, ; and (ivc) 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 herewithherewith or therewith, except for its own gross negligence to the extent any such action taken or willful misconductomitted violates the Administrative Agent’s standard of care set forth in the first sentence of Section 13.5. Each The Administrative Agent may employ agents and attorneysattomeys-in-fact 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 or for the supervision of any such agents or agents, attorneys-in-fact that were or third parties selected by it in good faith. . Without limiting the foregoing, if the Administrative Agent is not qualified in a particular jurisdiction to hold the Mortgaged Property (bas defined in the related Mortgage) Before either or to exercise remedies with respect thereto on behalf of the Lenders, the Administrative Agent acts or refrains from actingmay subcontract with a qualified third party to do so, it may require an officer's certificate with the Administrative Agent remaining responsible for directing the activities of any Obligor such subcontractor in accordance with the provisions of this Agreement. 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 and such assignment or transfer of the Note (or such portion thereof as has been so assigned or transferred) has been registered on the Register in accordance with Article 2 hereof. Without limiting the generality of the foregoing provisions of this Section 13.1, the Administrative Agent shall also be entitled to retain a Controlled servicer and/or an opinion other sub-servicers to perform its loan servicing and administration duties to be performed under this Agreement on behalf of counsel satisfactory the Lenders. Any sub-servicer retained by the Administrative Agent shall also be entitled to such employ one or more sub-servicers (which may also include a Controlled servicer) in connection with performance of their loan servicing and administration duties. Such retention shall not relieve the Administrative Agent with respect to of any of its obligations as the proposed action or inaction. Neither administrative agent under this Agreement, and the Administrative Agent shall be liable and remain solely responsible for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in obligations and for the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 fees and expenses of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it sub-servicers payable under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentssub-servicing agreements. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender Lender, by its acceptance of the security interests granted to the Collateral Agent on its behalf hereunder, hereby irrevocably appoints and authorizes each of the Agents First Chicago to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Collateral Agent by the terms of this Agreement and (as applicable) the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each The Collateral Agent (which term as used in this sentence, sentence and in Section 10.5 7.05 and in the first sentence of Section 10.6 7.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents this Agreement and shall not by reason of this Agreement or any other Loan Document be a trustee for, or a fiduciary for with respect to, any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any Loan Documentnotice or Borrowing Base Report delivered hereunder, or in any other certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or any Loan Document this Agreement or any other document referred to or provided for herein or therein or for any failure by the Grantor or any Obligor other Person to perform any of its obligations hereunder or thereunder, hereunder; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each Agent may 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 that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent Administrative Agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement hereof and (as applicable) the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. Each Agent The Administrative Agent: (which term as used in this sentence, in Section 10.5 and in the first sentence of Section 10.6 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives and agents): (ia) shall have no duties or responsibilities except those as 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 or fiduciary for any Secured Party, Lender; (iib) makes no warranty or representation to any Lender and shall not be responsible to the Secured Parties 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 of them Lender under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any Obligor the Borrower to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan DocumentDocument except to the extent requested by the Required Lenders, and and then only on terms and conditions satisfactory to the Administrative Agent, and (ivd) 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 herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may employ agents Administrative Agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of or for the supervision of any such agents Administrative Agents or attorneys-in-fact that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate with reasonable care. The provisions of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to this Article IX are solely for the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration benefit of the Loan Documents either Administrative Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in and the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such AgentLenders, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger Borrower shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be rights as a third party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part beneficiary of any of the parties heretoprovisions hereof. 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 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.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the Letters of Credit and the other Loan Basic Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement hereof and (as applicable) the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, in Section 10.5 and in the first sentence of Section 10.6 11 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agentsagents and to Chase acting in its individual capacity hereunder as issuer of Participation Letters of Credit): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement, the Loan Documents Letters of Credit and the other Basic Documents, and shall not by reason of this Agreement Agreement, the Letters of Credit or any other Loan Basic Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Letters of Credit or any Loan other Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, the Letters of Credit or any Loan other Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Collateral Letters of Credit or any Loan other Basic Document or any other document referred to or provided for herein or therein or for any failure by the Company or any Obligor of its Subsidiaries or any other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any Loan Documentother Basic Document except to the extent requested by the Required Lenders, and and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under the Letters of Credit, any other Basic Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it with reasonable care. Without in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of way limiting any of the parties heretoforegoing, each Lender acknowledges that the Administrative Agent shall have no greater responsibility in the operation of Letters of Credit than is specified in the Uniform Customs and Practice for Documentary Credits (1983 Revision), International Chamber of Commerce Publication No. 400 (or any replacement or revision thereof in effect from time to time).

Appointment, Powers and Immunities. (a) Each Lender, the Swing Line Lender and the Issuing Bank hereby irrevocably appoints and authorizes each of the Agents Agent to act as its agent hereunder under this Agreement and (as applicable) under the other Loan Documents with such powers and discretion as are specifically delegated to such the Agent by the terms of this Agreement and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Agent (which term as used in this sentence, sentence and in Section 10.5 11.5 and in the first sentence of Section 10.6 11.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives and agents): ): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents this Agreement and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Lender, the Swing Line Lender or the Issuing Bank; (iib) shall not be responsible to the Secured Parties Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in or in connection with any Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of the Collateral or any Loan Document Document, or any other document referred to or provided for herein therein or for any failure by any Obligor Loan Party or any other Person to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder, have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Loan Party or the satisfaction of any condition or to inspect the property (iiiincluding the books and records) except as expressly provided in the of any Loan Documents, Party or any of its Subsidiaries or affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and ; and (ive) shall not be responsible to any Lender for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection herewithwith any Loan Document, except for its own gross negligence or willful misconduct. Each The Agent may 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 that were selected by it in good faith. (b) Before either with reasonable care. Each Lender hereby irrevocably designates and appoints NationsBank as the Agent acts or refrains from actingfor the Lenders under this Agreement, it may require an officer's certificate and each of any Obligor and/or an opinion the Lenders hereby irrevocably authorizes NationsBank as the Agent for such Lender, to take such action on its behalf under the provisions of counsel satisfactory this Agreement and the other Loan Documents and to exercise such Agent with respect powers as are expressly delegated to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in by the administration terms of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, this Agreement and such certificateother Loan Documents, in the absence of gross negligence or bad faith on the part of together with such Agent, shall be full warrant to such other powers as are reasonably incidental thereto. The Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability duties or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any mergerresponsibilities, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument except those expressly set forth herein, or any further act on the part of fiduciary relationship with any of the parties heretoLenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent Administrative Agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement hereof and (as applicable) the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. Each Agent The Administrative Agent: (which term as used in this sentence, in Section 10.5 and in the first sentence of Section 10.6 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives and agents): (ia) shall have no duties or responsibilities except those as 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 or fiduciary for any Secured Party, Lender; (iib) makes no warranty or representation to any Lender and shall not be responsible to the Secured Parties 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 of them Lender under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any Obligor the Borrower to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan DocumentDocument except to the extent requested by the Required Lenders, and and then only on terms and conditions satisfactory to the Administrative Agent, and (ivd) 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 herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 Administrative Agents or attorneys-in-fact that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate with reasonable care. The provisions of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to this ARTICLE X are solely for the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration benefit of the Loan Documents either Administrative Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in and the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such AgentLenders, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger Borrower shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be rights as a third party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part beneficiary of any of the parties heretoprovisions hereof. 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 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.

Appointment, Powers and Immunities. (a) Each Lender and the Bank hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 12.5 and in the first sentence of Section 10.6 12.6 hereof shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, representatives employees and agents): ) (i) shall have no duties or responsibilities except 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 Secured Party, Lender; (ii) shall not be responsible to the Secured Parties Lenders or the Bank 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 of them under, this Agreement or any of the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability enforceability, perfection or sufficiency of the Collateral this Agreement, any Demand Line of Credit Note or any of the other Loan Document Documents or any other document referred to or provided for herein or therein or for any failure by any Obligor Loan Party or any other Person to perform any of its obligations hereunder or thereunder, ; (iii) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document, and ; and (iv) 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 herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faith. In addition, the Administrative Agent 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 in accordance with the advice of such counsel, independent public accountants or experts. The Administrative Agent may deem and treat the payee of any Demand Line of Credit 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. (b) Before either Agent acts The provisions of this Section 12 are solely for the benefit of the Administrative Agent, the Lenders and the Bank, and no Loan Party shall have any rights to rely on or refrains from actingenforce any of the provisions hereof. In performing its functions and duties under this Agreement, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Administrative Agent shall be liable act solely for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration itself and as agent of the Loan Documents either Agent Lenders and the Bank and does not assume and shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, not be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence have assumed any obligations toward or relationship of gross negligence agency or bad faith on the part of such Agent, shall be full warrant to such Agent trust with or for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan DocumentsParty. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Agent by the terms of this Agreement and (as applicable) the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each The Agent (which term as used in this sentence, sentence and in Section 10.5 11.05 and in the first sentence of Section 10.6 11.06 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents this Agreement, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or this Agreement, any Loan Document Note or any other document referred to or provided for herein or for any failure by the Company or any Obligor other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, even if such actions or omissions are foreseeably caused by the ordinary negligence of the Agent, except for its own gross negligence or willful misconduct. Each The Agent may 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 that were selected by it in good faith. (b) Before either . The Agent acts or refrains from acting, it may require an officer's certificate deem and treat the payee of any Obligor and/or an opinion Note as the holder thereof for all purposes hereof unless and until a written notice of counsel satisfactory the assignment or transfer thereof shall have been filed with the Agent, together with the written consent of the Company to such Agent with respect to the proposed action assignment or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentstransfer. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender Bank hereby irrevocably appoints and authorizes each of the Agents Agent to act as its administrative and collateral agent hereunder hereunder, under the Security Documents and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Agent by the terms of this Agreement Agreement, the Security Documents and (as applicable) the other Loan Documents, Documents together with such other powers as are reasonably incidental thereto. Each The Agent (which term as used in this sentence, in Section 10.5 and in the first sentence of Section 10.6 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives and agents): (i) shall not have no any duties or responsibilities except those expressly set forth in this Agreement, the Security Documents 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 Secured Party, (ii) Bank. The Agent shall not be responsible to the Secured Parties Banks for any recitals, statements, representations or warranties warranties, or conditions precedent contained in any this Agreement, the Security Documents, or the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by the Agent or any of them Bank under, any this Agreement, the Security Documents or the other Loan DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Collateral Security Documents 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 other Obligations or for the validity, effectiveness or value of any interest or 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 Obligor of the other Loan Parties to perform any of its obligations hereunder or thereunder, (iii) except as expressly provided in under the other Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. Each 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 gross negligence or willful misconduct of or for the supervision of any such agents or attorneys-in-fact that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inactionreasonable care. Neither the Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered taken or omitted to be taken by it or them hereunder, under the Security Documents or the other Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentsin connection herewith or therewith, except for its or their own gross negligence or willful misconduct. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby appoints ---------------------------------- and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) under the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 10.05 and in the first sentence of Section 10.6 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party,Lender; (iib) shall not be responsible to the Secured Parties 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 of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral 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 Borrowers or any Obligor other Person to perform any of its obligations hereunder or thereunder,; (iiic) shall not, except as to the extent expressly provided in instructed by the Loan Majority Lenders with respect to the collateral security under the Security Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document, ; and (ivd) 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 herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably (but subject to Section 10.08 ) appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 10.05 and in the first sentence of Section 10.6 10.06 shall include reference to its Affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, representatives employees and agents): ): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents this Agreement and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in any Loan Document, this Agreement or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or this Agreement, any Loan Document Note or any other document referred to or provided for herein or for any failure by the Borrower or any Obligor other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faith. (b) Before either Agent acts with reasonable care. The exculpatory provisions of this Section shall apply to any agent or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration attorney-in-fact of the Loan Documents either Administrative Agent shall deem it necessary and any such agent or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agentattorney-in-fact, and such certificateshall apply to their respective activities in connection with the syndication of the facility provided for herein as well as the activities as Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders, in and the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger Borrower shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be rights as a third party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part beneficiary of any of the parties heretosuch provisions.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Agent to act as its agent hereunder under this Agreement and (as applicable) under the other Loan Documents with such powers and discretion as are specifically delegated to such the Agent by the terms of this Agreement and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Agent (which term as used in this sentence, sentence and in Section 10.5 and in the first sentence of Section 10.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives and agents): ): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents this Agreement and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in or in connection with any Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of the Collateral or any Loan Document Document, or any other document referred to or provided for herein therein or for any failure by any Obligor Person to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder, have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Person or the satisfaction of any condition or to inspect the property (iiiincluding the books and records) except as expressly provided in the Loan Documents, of any Person; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and ; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection herewithwith any Loan Document, except for its own gross negligence or willful misconduct. Each The Agent may 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 that were selected by it in good faithwith reasonable care. The Co-Arrangers and Syndication Agents shall have no responsibilities under this Agreement other than as a Lender. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 10.05 hereof and in the first sentence of Section 10.6 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and the other Loan Documents Documents, and shall not by reason of this Agreement or any the other Loan Document Documents be a trustee or fiduciary for any Secured Party,party hereto; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or any Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any Obligor other Person to perform any of its obligations hereunder or thereunder,; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder (and shall not commence an action or proceeding on behalf of any Loan Document, Lender without obtaining the consent of such Lender thereto); and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct (except for the gross negligence or willful misconduct) of or for the supervision of any such agents or attorneys-in-fact that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Security Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) the such other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 8.05 and in the first sentence of Section 10.6 8.06 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives attorneys, accountants, experts and agents): ): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents Documents, and shall not by reason of this Agreement or any other the Loan Document Documents be a trustee or fiduciary for any Secured Party, Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of the Collateral or any this Agreement, other Loan Document or any other document referred to or provided for herein or therein or for any failure by any Obligor Loan Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder, thereunder or for the existence or value of, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the Company, the Subsidiaries or any other obligor or guarantor; (iiic) except as expressly provided in the Loan Documents, pursuant to Section 8.07 shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewithherewith including its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct. Each 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 or for the supervision of any such agents agents, accountants, attorneys or attorneys-in-fact that were experts selected by it in good faith. (b) Before either Agent acts faith or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered taken or omitted to be taken in good faith by it under in accordance with the Loan Documents upon advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the faith thereofpayee named in any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. Credit Agreement 56 (c) The Arranger shall not have Administrative Agent is authorized to release any liability Collateral that is permitted to be sold or responsibility whatsoever under released pursuant to the terms of the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby designates, appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents to which Administrative Agent is a party in its capacity as Administrative Agent with such powers as are specifically delegated to such Administrative Agent by the terms of this Agreement and (as applicable) the other such Loan Documents, together with such other powers as are reasonably incidental thereto. Each Administrative Agent (which term as used in this sentence, in Section 10.5 and in the first sentence of Section 10.6 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, of Lenders; (iib) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to any Loan Document or applicable law; (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (d) shall not be responsible to the Secured Parties Lenders for or have any duty to ascertain or inquire into (i) any recitals, statements, representations or warranties contained in this Agreement, any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them Lenders under, this Agreement or any other Loan Document, or for (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this Agreement or any other Loan Document or any other document referred to or provided for herein or for therein, (iii) any failure by any Obligor Borrower to perform any of its such party’s obligations hereunder or thereunder, , or (iiiiv) except as the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and be delivered to Administrative Agent; and (ive) shall not be responsible to Lenders for any action taken or omitted to be taken by it Administrative Agent 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 herewithherewith or therewith, except for its Administrative Agent’s own gross negligence or willful misconductmisconduct or the failure of Administrative Agent to follow the directions of the Required Lenders or all of the Lenders, as the case may be, as provided for herein. Each Administrative Agent shall not be deemed to have knowledge of any Default unless and until notice describing such Default is given to Administrative Agent by Borrower or a Lender. (b) To the extent that any action is to be taken, any information is to be delivered to or by any Lender, any determination is to be made, or any consent is to be given or withheld by any Lender, any such action, delivery, determination or consent shall be taken, made or given or withheld, as the case may be, by Administrative Agent or any successor agent thereto at the direction of the Required Lenders or all of the Lenders, as the case may be, as provided for herein. (c) Administrative Agent may 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 that were selected by it in good faith. (b) Before either Administrative Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such unless Administrative Agent acted with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of gross negligence or bad faith on willful misconduct in employing such agents or attorney-in-fact. Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions of this Section 9.01 shall apply to any such sub-agent and to the part Affiliates of Administrative Agent and any such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agentsub-agent, and such certificate, shall apply to their respective activities in connection with the absence syndication of gross negligence or bad faith on the part of such credit facilities provided for herein as well as activities as Administrative Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: Administrative Agent may deem and treat the payee of any note as the holder thereof for all purposes hereof unless and until Administrative Agent shall have been notified of the assignment thereof. (e) Except for those matters expressly requiring the unanimous consent of the Lenders in this Agreement (including, without limitation, those matters set forth in Section 9.02 hereof), (i) into which either Administrative Agent may be merged or consolidated or shall have the sole right and authority, without the consent of any other Lender, to approve all administrative and non-material amendments to and grant all administrative and non-material waivers under the Loan Documents and (ii) that may result from with respect to any mergermaterial amendments or waivers, conversion including, but not limited to, the approval or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing waiver of any instrument or conditions precedent to funding any further act on Revolving Credit Loan, the part of any consent of the parties heretoRequired Lenders will be required.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably (subject to Section 10.08) designates and appoints Bankers Trust Company, which designation and appointment is coupled with an interest, as the Agent of such Lender under this Agreement and the other Loan Documents, acting in the capacity of an administrative agent, and each such Lender irrevocably authorizes each Bankers Trust Company, as the Agent of such Lender, to take such action on its behalf under the Agents to act as its agent hereunder provisions of this Agreement and (as applicable) under the other Loan Documents with and to exercise such powers and perform such duties as are specifically expressly delegated to such the Agent by the terms of this Agreement and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each . (b) The Agent (which term as used in this sentence, sentence and in Section 10.5 10.05 and in the first sentence of Section 10.6 10.06 shall include reference to its Affiliates affiliates and its own and its Affiliatessuch affiliates' officers, directors, employees, representatives employees and agents):) shall not: (i) shall have no any duties or responsibilities except those expressly set forth in the Loan Documents and shall not by reason of this Agreement or any other Loan Document to be a trustee or other fiduciary for any Secured Party, Lender; (ii) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any either of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability enforceability, perfection or sufficiency of the Collateral or this Agreement, any Loan Note, any Security Document or any other document referred to or provided for herein or for any failure by any Obligor Company or any other Person to perform any of its obligations hereunder or thereunder, ; (iii) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and hereunder except to the extent requested by the Required Lenders; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. Each . (c) The Agent may 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 that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent selects with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentsreasonable care. (d) Any Person: Subject to the foregoing, to Article XI and to the provisions of any intercreditor agreement among the Lenders in effect from time to time, the Agent shall, on behalf of the Lenders, (i) into which either Agent may be merged or consolidated or hold and apply any and all Collateral, and the proceeds thereof, at any time received by it, in accordance with the provisions of the Security Documents and this Agreement; (ii) that may result from exercise any mergerand all rights, conversion powers and remedies of the Lenders under this Agreement, the Security Documents and the other Loan Documents, including the giving of any consent or consolidation waiver or the entering into of any amendment, subject to the provisions of Article XI; (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 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 upon any Collateral (i) upon termination or expiration 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 or to which either Agent shall be a party shall the Required Lenders have consented as provided herein or (if such Agent is not iii) otherwise pursuant to and in accordance with the surviving entity) be the successor of such Agent without the execution or filing provisions of any instrument or applicable Loan Document. Upon request by the Agent at any further act on time, the part of any of Lenders will confirm in writing the parties heretoAgent's authority to release Collateral pursuant to this Section.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents US Agent to act as its agent hereunder under this Agreement and (as applicable) under the other US Loan Documents with such powers and discretion as are specifically delegated to such US Agent by the terms of this Agreement and (as applicable) the other US Loan Documents, together with such other powers as are reasonably incidental thereto. Each Agent (which term as used in this sentence, in Section 10.5 and in the first sentence of Section 10.6 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives and agents): The Agent-Related Persons: (i) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents this Agreement and shall not by reason of this Agreement be trustees or any other Loan Document be a trustee or fiduciary fiduciaries for any Secured Party, Lender; (ii) shall not be responsible to the Secured Parties Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in or in connection with any Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of the Collateral or any Loan Document Document, or any other document referred to or provided for herein therein or for any failure by any Obligor Restricted Person or any other Person to perform any of its obligations hereunder or thereunder, ; (iii) except as expressly provided in 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 Restricted Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Restricted Person or any of its Subsidiaries or Affiliates or for the failure of any Restricted Person or Lender Party to perform its obligations under any Loan Documents, Document; (iv) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and ; and (ivv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection herewithwith any Loan Document, except for its own gross negligence or willful misconduct; provided , however, that no action taken in accordance with the directions of the number of Lenders herein specified with respect to a particular action shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Each US Agent may 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 that were selected by it with reasonable care. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in good faiththe other Loan Documents with reference to US Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate US LC Issuer shall act on behalf of any Obligor and/or an opinion of counsel satisfactory to such Agent the Lenders with respect to any Letters of Credit issued by it and the proposed action or inaction. Neither documents associated therewith until such time (and except for so long) as the US Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in may agree at the administration request of the Loan Documents either Agent Required Lenders to act for US LC Issuer with respect thereto; provided, however, that US LC Issuer shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in have all of the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved benefits and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: 42 48 immunities (i) into which either provided to the US Agent may in this Article IX with respect to any acts taken or omissions suffered by US LC Issuer in connection with Letters of Credit issued by it or proposed to be merged issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "US Agent" as used in this Article IX included US LC Issuer with respect to such acts or consolidated or omissions, and (ii) that may result from any merger, conversion or consolidation as additionally provided herein with respect to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties heretoUS LC Issuer.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 11.05 and in the first sentence of Section 10.6 11.06 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives attorneys, accountants, experts and agents): , but only to the extent such Affiliate or Person is acting on behalf of the Administrative Agent): (ia) shall have no duties or responsibilities except those expressly set forth herein or in the Loan Documents Notes, and shall not by reason hereof or by reason of this Agreement or any other Loan Document the Notes be a trustee or fiduciary for any Secured Party, Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of the Collateral or this Agreement, any Loan Document Note or any other document referred to or provided for herein or for any failure by the Borrower or any Obligor other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder, thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Subsidiaries or any other obligor or guarantor; (iiic) except as expressly provided in the Loan Documents, pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewithherewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. Each 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 or for the supervision of any such agents agents, accountants, attorneys or attorneys-in-fact that were experts selected by it in good faith. (b) Before either Agent acts faith or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered taken or omitted to be taken in good faith by it under in accordance with the Loan Documents upon advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the faith thereofpayee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. Credit The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms hereof or of the Notes. Notwithstanding anything in this Agreement 56 (c) The Arranger to the contrary, none of the Lead Arrangers, Book Manager, Syndication Agent or Co-Documentation Agents shall not have any liability powers, duties or responsibility whatsoever responsibilities under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged this Agreement or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties heretoother Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

Appointment, Powers and Immunities. (a) Each Lender hereby ---------------------------------- irrevocably appoints and authorizes each of the Agent to act as its administrative agent, the Co-Syndication Agents to act as its agent hereunder co-syndication agents, and (the Co-Documentation Agents to act as applicable) co-documentation agents, under and for purposes of this Agreement, the Notes and the other Loan Documents with such powers as are specifically delegated to such Agent the Agents by the terms of this Agreement Agreement, the Notes and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Agent The Agents (which term as used in this sentence, sentence and in Section 10.5 13.5 hereof and in the first sentence of Section 10.6 13.6 ------------ ------------ hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement, the Notes and the other Loan Documents Documents, and shall not by reason of this Agreement or any Agreement, the Notes and the other Loan Document Documents be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in any this Agreement, the Notes and the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any of them under, any this Agreement, the Notes and the other Loan DocumentDocuments, or for the value, execution, validity, effectiveness, genuineness, enforceability enforceability, collectibility, or sufficiency of this Agreement, the Collateral or any Notes and the other Loan Document Documents or any other document referred to or provided for herein or for any failure by the Company or any Obligor other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any pursuant to this Agreement, the Notes and the other Loan Document, and Documents except to the extent requested by the Majority Lenders; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder them pursuant to this Agreement, the Notes and the other Loan Documents or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its their own gross negligence or willful misconduct. Each Agent The Agents may 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 that were selected by it in good faiththem. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 11.05 and in the first sentence of Section 10.6 11.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party,Lender; (iib) shall not be responsible to the Secured Parties 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 of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this 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 or any Obligor other Person to perform any of its obligations hereunder or thereunder,; (iiic) shall not, except as to the extent expressly provided in instructed by the Loan Majority Lenders with respect to collateral security under the Security Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document, ; and (ivd) 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 herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of or for the supervision of Credit Agreement ---------------- any such agents or attorneys-in-fact that were selected by it in good faith. . The Administrative Agent may deem and treat the payee (bor Registered Holder, as the case may be) Before either Agent acts of a Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or refrains from actingtransfer thereof shall have been filed with the Administrative Agent, it may require an officer's certificate together with the consent of any Obligor and/or an opinion of counsel satisfactory the Borrower to such Agent with respect assignment or transfer (to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribedextent required by Section 12.06(b) may, in the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentshereof). (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby ---------------------------------- irrevocably appoints and authorizes each of the Agent to act as its administrative agent, the Syndication Agent to act as syndication agent, the Documentation Agent to act as documentation agent, and the Co-Agents to act as its agent hereunder co-agents, under and (as applicable) under for purposes of this Agreement, the Notes and the other Loan Documents with such powers as are specifically delegated to such Agent the Agents by the terms of this Agreement Agreement, the Notes and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Agent The Agents (which term as used in this sentence, sentence and in Section 10.5 13.5 hereof and in the first sentence of Section 10.6 13.6 ------------ ------------ hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement, the Notes and the other Loan Documents Documents, and shall not by reason of this Agreement or any Agreement, the Notes and the other Loan Document Documents be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in any this Agreement, the Notes and the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any of them under, any this Agreement, the Notes and the other Loan DocumentDocuments, or for the value, execution, validity, effectiveness, genuineness, enforceability enforceability, collectibility, or sufficiency of this Agreement, the Collateral or any Notes and the other Loan Document Documents or any other document referred to or provided for herein or for any failure by the Company or any Obligor other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any pursuant to this Agreement, the Notes and the other Loan Document, and Documents except to the extent requested by the Majority Lenders; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder them pursuant to this Agreement, the Notes and the other Loan Documents or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its their own gross negligence or willful misconduct. Each Agent The Agents may 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 that were selected by it in good faiththem. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) LaSalle is hereby appointed Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder under this Agreement and (as applicable) under the other Loan Documents with such powers and discretion as are specifically delegated to such Administrative Agent by the terms of this Agreement and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 16.5 and in the first sentence of Section 10.6 16.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives and agents): ): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents this Agreement and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in or in connection with any Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of the Collateral or any Loan Document Document, or any other document referred to or provided for herein therein or for any failure by any Obligor Covered Person or any other Person to perform any of its obligations hereunder thereunder or thereunder, the validity or priority of any Security Interest in any Collateral or the sufficiency or value of any Collateral; (iiic) except as expressly provided in shall not be responsible for or have any duty to ascertain, inquire into, or verify the Loan Documents, 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 under any Loan Document, and ; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection herewithwith any Loan Document, except for its own gross negligence or willful misconduct. Each Administrative Agent may 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 that were selected by it in good faithwith reasonable care. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender Bank hereby appoints and authorizes each of the Agents Agent to act as its agent hereunder and (as applicable) under the other Loan Documents (including, without limitation, the authorization to enter into the Loan Documents as agent on behalf of the Banks and to bind the Banks to the terms thereof) with such powers as are specifically delegated to such the Agent by the terms of this Agreement and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Agent (which term as used in this sentence, sentence and in Section 10.5 14.4 hereof and in the first sentence of Section 10.6 14.5 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives employees and agents): ): (i) shall have no duties or responsibilities except 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 or fiduciary for any Secured Party, Bank; (ii) shall not be responsible to the Secured Parties Banks for any recitals, statements, representations or warranties of the Borrower or any other Person contained in this Agreement or in any other Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documenthereunder or thereunder, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or any Loan Document this Agreement or any other document referred to or provided for herein Loan Document or for any failure by the Borrower or any Obligor other person or entity to perform any of its obligations hereunder or thereunder, , or for the satisfaction of any condition precedent specified in Section 3 hereof (except receipt of documents required to be delivered to the Agent hereunder); (iii) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document, and Document unless it shall have been so directed by the Required Banks; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection herewithLoan Document, except for its own gross negligence or willful misconduct. Each The Agent may 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 that were selected by it in good faith. (b) Before either . The Agent acts or refrains from acting, it may require an officer's certificate of deem and treat each Bank as the party entitled to receive any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable amounts hereunder for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration all purposes hereof unless and until a written notice of the Loan Documents either Agent assignment or transfer thereof shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in have been filed with the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender Bank hereby irrevocably appoints and authorizes each of the Agents BNY, and BNY hereby agrees, to act as its the administrative agent for such Bank hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 10.05 and in the first sentence of Section 10.6 10.06 shall include reference to its Affiliates affiliates and to its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): ): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents Documents, which duties shall be purely ministerial, and shall not by reason of this Agreement or any other Loan Document be a trustee or other fiduciary for any Secured Party, Bank; (iib) shall not be responsible to the Secured Parties Banks 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 of them it under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this Agreement or any other Loan Document or any certificate or other document referred to or provided for herein or therein or received by any of them under this Agreement or any other Loan Document or for any failure by the Company or any Obligor other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document, and ; (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. Each Agent may 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 that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.or

Appointment, Powers and Immunities. (a) Each Lender Bank hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 10.05 hereof and in the first sentence of Section 10.6 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, representatives employees and agents): ): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents this Agreement, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Bank; (iib) shall not be responsible to the Secured Parties Banks for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or this Agreement, any Loan Document Note or any other document referred to or provided for herein or for any failure by the Borrower or any Obligor other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faith. (b) Before either . The Administrative Agent acts or refrains from acting, it may require an officer's certificate deem and treat the payee of any Obligor and/or an opinion Note as the holder thereof for all purposes hereof unless and until a notice of counsel satisfactory the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the consent of the Borrower to such Agent with respect assignment or transfer (to the proposed action extent provided in Section 2.04(c) or inaction. Neither Agent shall be liable for any action it takes or omits 11.06(b) hereof, but subject to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribedSection 11.06(d) may, in the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentshereof). (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent, the Syndication Agent, the Documentation Agent, the Technical Agents, the Competitive Bid Auction Agent and each of the Agents Co-Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such Agent it by the terms of this Agreement and (as applicable) the other or any Loan DocumentsDocument, together with such other powers as are reasonably incidental thereto. (As of the Effective Date, the Co-Agents have been delegated no specific powers or responsibilities under this Agreement, except in their capacities as Lenders.) Each Agent (which term as used in this sentence, sentence and in Section 10.5 11.05 and in the first sentence of Section 10.6 11.06 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives employees and agents): ): (ia) shall have no duties or responsibilities except 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 Secured Party, other Agent or Lender; (iib) shall not be responsible to any other Agent or the Secured Parties Lenders (i) for the accuracy of any recitals, statements, representations or warranties contained in this Agreement or any Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or this Agreement; (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this Agreement, any Note or any Loan Document or any other document referred to or provided for herein herein; or (iii) for any failure by the Company, OEI-Louisiana or any Obligor other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder except as may be expressly required under this Agreement or any other Loan Document, and ; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection herewithLoan Document, except for its own gross negligence or willful misconduct. Each Agent The Agents may 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 that were selected by it in good faith. (b) Before either . Each Agent acts or refrains from acting, it may require an officer's certificate deem and treat the payee of any Obligor and/or an opinion Note as the holder thereof for all purposes hereof unless and until a written notice of counsel satisfactory the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the written consent of the Company to such Agent with respect to the proposed action assignment or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentstransfer. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender Bank hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 10.05 and in the first sentence of Section 10.6 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents this Agreement, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party,Bank; (iib) shall not be responsible to the Secured Parties Banks for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or this Agreement, any Loan Document Note or any other document referred to or provided for herein or for any failure by the Company or any Obligor other Person to perform any of its obligations hereunder or thereunder,; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of or for the supervision of Credit Agreement any such agents or attorneys-in-fact that were selected by it in good faith. (b) Before either . The Administrative Agent acts or refrains from acting, it may require an officer's certificate deem and treat the payee of any Obligor and/or an opinion Note as the holder thereof for all purposes hereof unless and until a notice of counsel satisfactory the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the consent of the Company to such Agent with respect assignment or transfer (to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take extent provided in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribedSection 11.06(b) may, in the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentshereof). (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each Bank of the Agents America to act as its agent hereunder under this Agreement and (as applicable) under the other Loan Documents with such powers and discretion as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, in Section 10.5 sentence and in SECTION 12.5 and the first sentence of Section 10.6 SECTION 12.6 hereof shall include reference to its Affiliates (including Banc of America Securities LLC) and its own and its Affiliates' officers, directors, employees, representatives and agents): ): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in or in connection with any Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of the Collateral or any Loan Document Document, or any other document referred to or provided for herein therein or for any failure by the Borrower or any Obligor other Person to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder, have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by the Borrower or the satisfaction of any condition or to inspect the property (iiiincluding the books and records) except as expressly provided in of the Loan Documents, Borrower or any of its Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and ; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection herewithwith any Loan Document, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faithwith reasonable care. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents (and specifically as agent under the New Zealand Pledge Agreement and the U.K. Pledge Agreement) with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 11.05 hereof and in the first sentence of Section 10.6 11.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party,Lender; (iib) shall not be responsible to the Secured Parties 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 of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral 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 or any Obligor other CREDIT AGREEMENT Person to perform any of its obligations hereunder or thereunder,; (iiic) shall not, except as to the extent expressly provided in instructed by the Loan Majority Lenders with respect to collateral security under the Security Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document, ; and (ivd) 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 herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Agent to act as its agent hereunder and (as applicable) under the other Loan Credit Documents with such powers as are specifically delegated to such the Agent by the terms of this Agreement and (as applicable) of the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Each The Agent (which term as used in this sentence, sentence and in Section 10.5 10.05 and in the first sentence of Section 10.6 10.06 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives employees and agents): ): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the Loan Documents other Credit Documents, and shall not by reason of this Agreement or any other Loan Credit Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any Loan other Transaction Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any Loan other Transaction Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this Agreement, any Note or any Loan other Transaction Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any Obligor other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any Loan other Credit Document, and ; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Agent may 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 that were selected by it in good faith. (b) Before either . The Agent acts or refrains from acting, it may require an officer's certificate deem and treat the payee of any Obligor and/or an opinion Note as the holder thereof for all purposes hereof unless and until a notice of counsel satisfactory the assignment or transfer thereof shall have been filed with the Agent, together with the consent of the Borrower to such Agent with respect assignment or transfer (to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take extent provided in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribedSection 11.06(b) may, in the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documentshereof). (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Agent to act as its agent hereunder under this Agreement and (as applicable) under the other Loan Documents with such powers and discretion as are specifically delegated to such the Agent by the terms of this Agreement and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Except as expressly set forth in this Agreement, the Agent (which term as used in this sentence, sentence and in Section 10.5 12.5 hereof and in the first sentence of Section 10.6 12.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives and agents): ): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents this Agreement and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitalsrecital, statementsstatement, representations representation, or warranties contained warranty (whether written or oral) made in or in connection with any Loan Document, Document or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of the Collateral or any Loan Document Document, or any other document referred to or provided for herein therein or for any failure by any Obligor Loan Party or any other Person to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder, have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Loan Party or the satisfaction of any condition or to inspect the property (iiiincluding the books and records) except as expressly provided in the of any Loan Documents, Party or any of its Subsidiaries or affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, and ; and (ive) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection herewithwith any Loan Document, except for its own gross negligence or willful misconduct. Each The Agent may 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 that were selected by it in good faith. (b) Before either with reasonable care. Each Lender hereby irrevocably designates and appoints NationsBank as the Agent acts or refrains from actingfor the Lenders under this Agreement, it may require an officer's certificate and each of any Obligor and/or an opinion the Lenders hereby irrevocably authorizes NationsBank as the Agent for such Lender, to take such action on its behalf under the provisions of counsel satisfactory this Agreement and the other Loan Documents and to exercise such Agent with respect powers as are expressly delegated to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in by the administration terms of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, this Agreement and such certificateother Loan Documents, in the absence of gross negligence or bad faith on the part of together with such Agent, shall be full warrant to such other powers as are reasonably incidental thereto. The Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability duties or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any mergerresponsibilities, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument except those expressly set forth herein, or any further act on the part of fiduciary relationship with any of the parties heretoLenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.

Appointment, Powers and Immunities. (a) Each Lender hereby appoints ---------------------------------- and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 11.05 and in the first sentence of Section 10.6 11.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party,Lender; (iib) shall not be responsible to the Secured Parties 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 of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this 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 or any Obligor other Person to perform any of its obligations hereunder or thereunder,; (iiic) shall not, except as to the extent expressly provided in instructed by the Loan Majority Lenders with respect to collateral security under the Security Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document, ; and (ivd) 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 herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faith. . The Administrative Agent may deem and treat the payee (bor Registered Holder, as the case may be) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to a Note as the proposed action or inaction. Neither Agent shall be liable holder thereof for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration all purposes hereof unless and until a notice of the Loan Documents either Agent assignment or transfer thereof shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in have been filed with the absence of gross negligence or bad faith on the part of such Administrative Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender hereby ---------------------------------- irrevocably appoints and authorizes each of the Agent to act as its administrative agent, the Syndication Agent to act as syndication agent, the Documentation Agent to act as documentation agent, and the Co-Agents to act as its agent hereunder co-agents, under and (as applicable) under for purposes of this Agreement, the Notes and the other Loan Documents with such powers as are specifically delegated to such Agent the Agents by the terms of this Agreement Agreement, the Notes and (as applicable) the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Agent The Agents (which term as used in this sentence, sentence and in Section 10.5 13.5 hereof and in the first sentence of Section 10.6 13.6 ------------ ------------ hereof shall include reference to its Affiliates affiliates and its own and its Affiliates' affiliates= officers, directors, employees, representatives employees and agents): ): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement, the Notes and the other Loan Documents Documents, and shall not by reason of this Agreement or any Agreement, the Notes and the other Loan Document Documents be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in any this Agreement, the Notes and the other Loan DocumentDocuments, or in any certificate or other document referred to or provided for in, or received by any of them under, any this Agreement, the Notes and the other Loan DocumentDocuments, or for the value, execution, validity, effectiveness, genuineness, enforceability enforceability, collectibility, or sufficiency of this Agreement, the Collateral or any Notes and the other Loan Document Documents or any other document referred to or provided for herein or for any failure by the Company or any Obligor other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any pursuant to this Agreement, the Notes and the other Loan Document, and Documents except to the extent requested by the Majority Lenders; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder them pursuant to this Agreement, the Notes and the other Loan Documents or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its their own gross negligence or willful misconduct. Each Agent The Agents may 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 that were selected by it in good faiththem. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Appointment, Powers and Immunities. (a) Each Lender Bank hereby appoints and authorizes each of the Agents Administrative Agent to act as its agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement and (as applicable) the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence, sentence and in Section 10.5 and in the first sentence of Section 10.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, representatives employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents this Agreement, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Secured Party,Bank; (iib) shall not be responsible to the Secured Parties Banks for any recitals, statements, representations or warranties contained in any Loan Documentthis Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral or this Agreement, any Loan Document Note or any other document referred to or provided for herein or for any failure by a Borrower or any Obligor other Person to perform any of its obligations hereunder or thereunder,; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document, hereunder; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 that were selected by it in good faith. (b) Before either . The Administrative Agent acts 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 refrains from actingtransfer thereof shall have been filed with the Administrative Agent, it may require an officer's certificate together with the consent of any Obligor and/or an opinion of counsel satisfactory the Funds to such Agent with respect assignment or transfer (to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribedextent required by Section 11.6(b) may, in the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.hereof),

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes each of the Agents Administrative Agent to act as its agent Administrative Agent hereunder and (as applicable) under the other Loan Documents with such powers as are specifically delegated to such the Administrative Agent by the terms of this Agreement hereof and (as applicable) the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. Each Agent The Administrative Agent: (which term as used in this sentence, in Section 10.5 and in the first sentence of Section 10.6 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, representatives and agents): (ia) shall have no duties or responsibilities except those as 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 or fiduciary for any Secured Party, Lender; (iib) makes no warranty or representation to any Lender and shall not be responsible to the Secured Parties 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 of them Lender under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this Agreement or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any Obligor the Borrower to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan DocumentDocument except to the extent requested by the Required Lenders, and and then only on terms and conditions satisfactory to the Administrative Agent, and (ivd) 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 herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may 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 Administrative Agents or attorneys-in-fact that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate with reasonable care. The provisions of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to this ARTICLE X are solely for the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration benefit of the Loan Documents either Administrative Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in and the absence of gross negligence or bad faith on the part of such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such AgentLenders, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger Borrower shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be rights as a third party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part beneficiary of any of the parties hereto.provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Administrative Agent shall act solely as Administrative

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably (but subject to removal by the Required Lenders pursuant to Section 12.8.) appoints and authorizes each of the Agents Agent to act as its agent hereunder and (as applicable) under the other Loan Credit Documents with such powers as are specifically delegated to such the Agent by the terms of this Agreement and (as applicable) of the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Each The Agent (which term as -82- 92 used in this sentence, sentence and in Section 10.5 12.5. and in the first sentence of Section 10.6 12.6. shall include reference to its Affiliates Affiliates, officers, directors, employees and its own agents and its Affiliates' respective officers, directors, employees, representatives employees and agents): ): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the Loan Documents other Credit Documents, and shall not by reason of this Agreement or any other Loan Credit Document be a trustee or fiduciary for any Secured Party, Lender; (iib) shall not be responsible to the Secured Parties Lenders for any recitals, statements, representations or warranties contained in this Agreement or in any Loan other Credit Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any Loan other Credit Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral this Agreement or any Loan other Credit Document or any other document referred to or provided for herein or therein or for any failure by the Company or any Obligor other Person to perform any of its obligations hereunder or thereunder, ; (iiic) except as expressly provided in the Loan Documents, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any Loan other Credit Document, and ; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. Each The Agent may 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 that were selected by it in good faith. (b) Before either Agent acts or refrains from acting, it may require an officer's certificate of any Obligor and/or an opinion of counsel satisfactory to such Agent with respect to the proposed action or inaction. Neither Agent shall be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Loan Documents either Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act under any Loan Document, 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 such Agent, be deemed to be conclusively proved and established by an officers' certificate delivered to such Agent, and such certificate, in the absence of gross negligence or bad faith on the part of such Agent, shall be full warrant to such Agent for any action taken, suffered or omitted to be taken by it under the Loan Documents upon the faith thereof. Credit Agreement 56 (c) The Arranger shall not have any liability or responsibility whatsoever under the Loan Documents. (d) Any Person: (i) into which either Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which either Agent shall be a party shall (if such Agent is not the surviving entity) be the successor of such Agent without the execution or filing of any instrument or any further act on the part of any of the parties hereto.