Common use of Appointment, Powers and Immunities Clause in Contracts

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its the Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section SECTION 11.05 and the first sentence of Section SECTION 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section SECTION 11.07 shall not be required to initiate or conduct any litigation of collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. LaSalle is hereby appointed Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 16.5 and the first sentence of Section 11.06 16.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees, attorneys, accountants, experts 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 the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by any of the Obligors Covered Person or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or the validity; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Covered Person or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, any Covered Person or any of its Subsidiaries or any other obligor or guarantoraffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderunder any Loan Document; and (ive) 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 including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentreasonable care.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (i) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement or in any other Credit Document, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation Lender or warranty have any fiduciary duty to any Lender and Lender. Notwithstanding anything to the contrary contained herein the Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Document or any applicable Governmental Rule. Neither the Administrative Agent nor any Lender shall be responsible to the Lenders any other Lender for any recitals, statements, representations or warranties made by any Loan Party contained in this Agreement, Agreement or in any certificate or other document referred to or provided for inCredit Document, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note Agreement or any other document referred to or provided for herein Credit Document or for any failure by any of the Obligors or any other Person (other than the Administrative Agent) Loan Party to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunder; thereunder. The Administrative Agent may employ agents and (iv) attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Administrative Agent nor any of its directors, officers, employees, agents or advisors shall be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other document or instrument referred to or provided for herein Credit Document or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or willful misconduct. The Except as otherwise provided under this Agreement, the Administrative Agent may employ agents, accountants, attorneys and experts and shall not take such action with respect to the Credit Documents as shall be responsible for directed by the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 AgentRequired Lenders.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and the Security Instrumentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 11 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and the Loan other Basic Documents, and shall not by reason of the Loan Documents this Agreement or any other Basic Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this AgreementAgreement or 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 AgreementAgreement or any other Basic Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, Agreement or any Note other Basic Document or any other document referred to or provided for herein or therein or for any failure by any Borrower or any of the Obligors Subsidiary Guarantors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder or under any 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentreasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentssuch other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 8.05 and the first sentence of Section 11.06 8.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors either Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existenceexistence or value of, value, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the BorrowerCompany, its the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 8.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of named in any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any cash collateral that is permitted to be released pursuant to the terms of this Agreement.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent Agent: (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement, and shall not by reason of the Loan Documents this Agreement be a trustee or fiduciary for any LenderBank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other document documents referred to or provided for in, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligenceherewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsfaith. The Administrative Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes Texas Commerce Bank National Association, as the Administrative Agent Agent, and Chemical Bank, as the Auction Agent, each to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent and Auction Agent respectively by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative 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 and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement, and shall not by reason of the Loan Documents this Agreement be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Company or any other Person (other than the Administrative such Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the BorrowerCompany, its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Each Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. Each Lender and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and hereunder, under the Security Instruments Documents and the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement Agreement, the Security Documents and the Security Instruments, other Loan Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts 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 be a trustee for any Lender or the Issuing Lender, nor is the Administrative 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 or the Issuing Lender. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by reason the bank serving as Administrative Agent or any of the Loan Documents be a trustee or fiduciary for its Affiliates in any Lender; (ii) makes no representation or warranty to any Lender and capacity. The Administrative Agent shall not be responsible to the Lenders or the Issuing Lender for any recitals, statements, representations or warranties contained in this 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, this Agreement, the Security Documents or the other Loan Documents, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note the Security Documents or the other Loan 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 of the Obligors or any other Person (other than the Administrative Agent) their respective Subsidiaries to perform any of its obligations hereunder or thereunder or for under the existenceother Loan Documents. The Administrative Agent may take all actions by itself and/or it may employ agents and attorneys-in-fact, 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 pursuant to Section 11.07 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 attorneys-in-fact, if such agents or attorneys-in-fact are selected by it with reasonable care. Neither the Administrative Agent nor any of collection proceedings hereunder; and (iv) its directors, 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 or instrument referred to or provided for herein Loan Documents or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent The CIT Group/Equipment Financing, Inc., to act as its agent Collateral Agent and KeyBank N.A. to act as its Administrative Agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent Agents by the terms of this Agreement and of the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Each Agent (which term as used in this sentence and in Section 11.05 9.05 and the first sentence of Section 11.06 9.06 hereof shall include reference to its the Affiliates and its each Agent and its each Agent’s Affiliates’ officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) 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 the this Agreement or any other Loan Documents Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this AgreementAgreement 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 AgreementAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note loan certificate or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Each Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentfaith.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the Security Instrumentsother Basic Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 10.05 and the first sentence of Section 11.06 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the Loan other Basic Documents, and shall not by reason of the Loan Documents this Agreement or any other Basic Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this AgreementAgreement or 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 AgreementAgreement or any other Basic Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Basic Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder or under any other Basic Document; 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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, together with the consent of the Company to such assignment or transfer (to the extent provided in Section 11.06(b) hereof).

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agentsAgents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. The Agent is authorized to release any collateral, or 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.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its the Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under each of the Security Instruments Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the Security InstrumentsLoan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 12.5 and the first sentence of Section 11.06 12.6 shall include reference to its Affiliates and its and its Affiliates’ the respective officers, directors, employees, attorneys, accountants, experts employees and agentsagents 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 the Loan Documents this Credit Agreement to be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Credit Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Credit Agreement, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability perfection or sufficiency of this Credit Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder 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 including its own ordinary negligenceherewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or with reasonable care. Subject to the foregoing, the Agent shall, on behalf of the Lenders, exercise any action taken or omitted to be taken in good faith by it in accordance with and all rights, powers and remedies of the advice of such agentsLenders under this Credit Agreement and any other Loan Documents, accountants, attorneys or experts. The Administrative Agent may deem and treat including the payee giving of any Note as consent or waiver or the holder thereof for all purposes hereof unless and until a written notice entering into of any amendment, subject to the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agentprovisions of 25.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentssuch other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 8.05 and the first sentence of Section 11.06 8.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existenceexistence or value of, value, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the BorrowerCompany, its the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 8.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of named in any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any cash collateral that is permitted to be released pursuant to the terms of this Agreement.

Appointment, Powers and Immunities. Each Lender of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to act as take such actions on its agent hereunder behalf and under the Security Instruments with to exercise such powers as are specifically delegated to the Administrative Agent by the terms hereof and of this Agreement and the Security Instrumentsother Operative Documents, together with such other actions and powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (i) shall not have no any duties or responsibilities obligations except those expressly set forth herein and in the Loan other Operative Documents. Without limiting the generality of the foregoing (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent 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 any other Operative Document that the Administrative Agent is required to exercise in writing by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.01), and (c) except as expressly set forth herein or in the other Operative Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Credit Parties or any of their Subsidiaries that is communicated to or obtained by reason the bank serving as Administrative Agent or any of the Loan Documents be a trustee or fiduciary for its Affiliates in any Lender; (ii) makes no representation or warranty to any Lender and capacity. The Administrative Agent shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunder; and (iv) shall not be responsible liable for any action taken or omitted to be not taken by it hereunder with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under any other document or instrument referred to or the circumstances as provided for herein in Section 9.01) or in connection herewith including its own ordinary negligence, except for the absence of its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys perform any and experts all its duties and shall not be responsible for exercise its rights and powers by or through any one or more sub agents appointed by the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsAdministrative Agent. The Administrative Agent and any such sub agent may deem perform any and treat all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Article VIII shall apply to any such sub agent and to the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice Related Parties of the assignment or transfer thereof permitted hereunder Administrative Agent and any such sub-agent, and shall have been filed apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement, and shall not by reason of the Loan Documents this Agreement be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and hereunder, under the Security Instruments Documents and the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement Agreement, the Security Documents and the Security Instruments, other Loan Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts 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, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and . The Agent shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Security Documents, or the other Loan Documents, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, the Security Documents or the other Loan Documents, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note the Security Documents, the other Loan 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 any failure by any of the Obligors or any other Person (other than the Administrative Agent) Borrower to perform any of its obligations hereunder here-under or thereunder under the other Loan Documents. Agent may employ agents and attorneys-in-fact and shall only be answerable, including as to money or securities received by it or its authorized agents, for the existence, value, perfection or priority gross negligence and/or willful misconduct of any collateral security such agents or the financial attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees or other condition of the Borrower, its Subsidiaries agents shall be liable or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunder; and (iv) shall not be 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 or instrument referred to or provided for herein Loan Documents or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or negligence, willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct breach of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentthis Agreement.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent Xxxxx Fargo to act as its administrative agent hereunder and under the Security Instruments Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the Administrative Agent nor any agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its each of their Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no any duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no any representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for inherein, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agentitself) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, Borrower and its Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 11.07, shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligenceINCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender and each Issuing Bank hereby irrevocably (but subject to Section 10.08) appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 10.05 and the first sentence of Section 11.06 10.06 shall include reference to its Affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees, attorneys, accountants, experts 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 the Loan Documents this Agreement be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, Agreement or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, Agreement or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligenceherewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentreasonable care.

Appointment, Powers and Immunities. Each Lender hereby Secured Party irrevocably designates, appoints and authorizes the Administrative Agent Xxxxx Fargo to act as its agent Agent hereunder and under the Security Instruments other 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 the Administrative Agent and Co-Collateral Agents, respectively, by the terms of this Agreement and of the Security Instrumentsother Financing Agreements, together with such other powers as are reasonably incidental thereto. The Administrative Agent and Co-Collateral Agents (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 and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the Loan Documentsother Financing Agreements, and shall not by reason of the this Agreement or any other Loan Documents Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this AgreementAgreement or in any of 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 AgreementAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Borrower or any Guarantor or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunderthereunder; 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Administrative Agent and Co-Collateral Agents may employ agents, accountants, agents and attorneys and experts in fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, agents or attorneys or experts in fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsfaith. The Administrative Agent may deem and treat the payee of any Note note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof pursuant to an agreement (if and to the extent permitted hereunder herein) in form and substance satisfactory to Agent shall have been filed with the Administrative delivered to and acknowledged by Agent.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 11.5 and the first sentence of Section 11.06 11.6 hereof shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts 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 the Loan Documents be a trustee or fiduciary for any LenderBank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by Borrower or any of the Obligors Obligated Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by Borrower or any Obligated Party or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of Borrower or any Obligated Party or any of the Borrower, its Subsidiaries or any other obligor or guarantorAffiliates of Borrower; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderunder any Loan Document; and (ive) 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 including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentreasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence -71- and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and hereunder, under the Security Instruments Notes and the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsLoan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent Agent: (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement, and shall not by reason of the Loan Documents this Agreement be a trustee or fiduciary for any LenderBank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes or the other Loan Documents, or in any certificate or other document documents referred to or provided for in, or received by any of them under, this Agreement, the Notes or the other Loan Documents, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or the other Loan Documents or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligenceherewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsfaith. The Administrative Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, 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 DocumentsNotes, and shall not by reason hereof or by reason of the Loan Documents Notes be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. 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.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent Agents to act as its agent hereunder and under the Security Instruments Loan Documents with such powers as are specifically delegated to the Administrative Agent Agents by the terms of this Agreement and the Security InstrumentsLoan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent Each of the Agents (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 their Affiliates and its and its their Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein Loan Document or for any failure by any of the Obligors or any other Person (other than the Administrative such Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the BorrowerObligors, its their Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent Agents may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent Agents may deem and treat the payee 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 U.S. Agent. Each of the Agents is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and the Security Instrumentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 11 shall include reference to its Affiliates affiliates and its and its Affiliatesaffiliates’ officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and the Loan DocumentsNotes, and shall not by reason of the Loan Documents this Agreement or any Note be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this AgreementAgreement or the Notes, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or any the Notes, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, Agreement or any Note or any other document referred to or provided for herein or therein or for any failure by the Company or any of the Obligors its Subsidiaries or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunder; hereunder or under any Note 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 Note or any other document or instrument referred to or provided for herein or therein or in connection herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentreasonable care.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsLoan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' respective officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any LenderBank; (iib) makes no representation or warranty to any Lender Bank and shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the BorrowerCompany, its Subsidiaries or any other obligor or guarantorobligor; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligence, except for its own gross negligence or willful wilful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement, and shall not by reason of the Loan Documents this Agreement be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own herewith, even if such actions or omissions are foreseeably caused by the ordinary negligencenegligence of the Administrative Agent, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsfaith. The Administrative Agent may deem and treat the payee 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, together with the written consent of the Company to such assignment or transfer.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent and the Documentation Agent (each an “Agent” and, collectively, the “Agents”) to act as its agent agents hereunder and under the Security Instruments other Credit Documents with such powers as are specifically delegated to the Administrative Agent and the Documentation Agent, as the case may be, by the terms of this Agreement hereof and the Security Instrumentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Each Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 8.5 hereof shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement or in any of the Loan Credit Documents, and shall not by reason of the Loan Documents this Agreement be a trustee or fiduciary for any LenderBank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement, Agreement or any 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 AgreementAgreement or any of the other Documents, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any of the other document referred to or provided for herein Credit Documents or for any failure by any of the Obligors Borrower or any 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 satisfaction of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantorprecedent specified in Section 4 hereof; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 or instrument referred to or provided for herein or in connection herewith including its own ordinary negligenceCredit Documents, except for its own gross negligence or willful misconduct. The 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, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsfaith. The Administrative Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 AgentAgent and consented to by Agent and the Borrower (which consent shall not be unreasonably withheld). The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and hereunder, under the Security Instruments Documents and the other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement Agreement, the Security Documents and the Security Instruments, other Loan Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts 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, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation , nor is the Agent acting in a fiduciary capacity of any kind under this Agreement, the Security Documents or warranty to the other Loan Documents or in respect thereof or in respect of any Lender and Lender. The Agent shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this 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, this Agreement, the Security Documents or the other Loan Documents, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note the Security Documents or the other Loan 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 of the Obligors or any other Person (other than the Administrative Agent) its Subsidiaries to perform any of its obligations hereunder or thereunder or for under the existenceother Loan Documents. The Agent may take all actions by itself and/or it may employ agents and attorneys-in-fact, 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 pursuant to Section 11.07 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 attorneys-in-fact, if such agents or attorneys-in-fact are selected by it with reasonable care. Neither the Agent nor any of collection proceedings hereunder; and (iv) its directors, 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 or instrument referred to or provided for herein Loan Documents or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent Rabobank to act as agent on its agent behalf, and on behalf of each of its Affiliates who are owed Obligations (each such Affiliate by acceptance of the benefits of the Basic Documents hereby ratifying such appointment), hereunder and under the Security Instruments other Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the Security Instrumentsother Basic Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 10.05 and the first sentence of Section 11.06 10.06 hereof shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have has no duties or responsibilities except those expressly set forth in this Agreement and in the Loan other Basic Documents, and shall not by reason of the Loan Documents this Agreement or any other Basic Document be a trustee or fiduciary for any LenderSecured Party; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders any Secured Party for any recitals, statements, representations or warranties contained in this AgreementAgreement or 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 AgreementAgreement or any other Basic Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, Agreement or any Note other Basic Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Obligor or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder or under any other Basic Document, unless so directed by the Required Banks; (d) shall not be required to act as collateral agent hereunder or otherwise be responsible for any collateral security granted in connection herewith except with respect to any collateral that cannot be perfected by filing Uniform Commercial Code financing statements and is required to be delivered to the Agent under the Basic Documents; and (ive) 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsfaith. The Administrative Agent may deem and treat the payee of any Note Banks named in the Register as the holder thereof “Banks” hereunder for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have has been filed with the Administrative Agent.

Appointment, Powers and Immunities. (a) Each Lender and the Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 12.5 and the first sentence of Section 11.06 12.6 hereof shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, attorneys, accountants, experts employees and agents): ) (i) 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 the this Agreement or any other Loan Documents Document be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders or the Bank for any recitals, statements, representations or warranties contained in this AgreementAgreement or in any of the other Loan Documents, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or any of the other Loan Documents, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability perfection or sufficiency of this Agreement, any Demand Line of Credit Note or any of the other Loan Documents or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Loan Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder or under any other Loan Document; 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or 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 agentscounsel, accountants, attorneys 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 written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent.

Appointment, Powers and Immunities. Each Lender and each subsequent holder of the Notes hereby irrevocably appoints and authorizes the Administrative Agent BankBoston, N.A. to act as its agent hereunder Administrative Agent and General Electric Capital Corporation to act as its Documentation Agent under this Agreement and the Security Instruments Other Documents with such powers as are specifically delegated to the Administrative Agent and the Documentation Agent by the terms of this Agreement and the Security Instruments, Other Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (i) Documentation Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Loan Documents, Other Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender . The Administrative Agent and the Documentation Agent shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, Agreement or the Other Documents or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or the Other Documents, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note the Other Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for under this Agreement, the existence, value, perfection or priority of any collateral security Notes or the financial or other condition of Other Documents. The Administrative Agent and the Borrower, its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 Documentation Agent may employ agents and attorneys-in-fact and shall not be required answerable, except as to initiate money or conduct securities received by it or its authorized agents, for the negligence or misconduct of any litigation such agents or attorneys-in-fact selected by it with reasonable care. Neither the Administrative Agent, the Documentation Agent nor any of collection proceedings hereunder; and (iv) its directors, officers, employees or agents shall not be liable or responsible for any action taken or omitted to be taken by it hereunder or them under this Agreement, or under any other document or instrument referred to or provided for herein the Other Documents or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentssuch other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 8.05 and the first sentence of Section 11.06 8.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Loan Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existenceexistence or value of, value, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the BorrowerCompany, its the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 8.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of named in any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any cash collateral that is permitted to be released pursuant to the terms of this Agreement.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments Loan Document with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsLoan Document, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement, and shall not by reason of the Loan Documents this Agreement be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectivenesseffec- tiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Obligor or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorObligor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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.. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents. 77

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender Bank hereby ---------------------------------- irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 10.05 and the first sentence of Section 11.06 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees, attorneys, accountants, experts employees and agents): ) and the Co-Agents: (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement, and shall not by reason of the Loan Documents this Agreement be a trustee or other fiduciary for any LenderBank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligenceherewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsfaith. The Administrative Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Credit Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the Security Instrumentsother Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 10.05 and the first sentence of Section 11.06 10.06 hereof shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the Loan other Credit Documents, and shall not by reason of the Loan Documents this Agreement or any other Credit Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this AgreementAgreement or in any other Transaction Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or any other Transaction Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Transaction Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder or under any other Credit Document; 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsfaith. The Administrative Agent may deem and treat the payee 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, together with the consent of the Borrower to such assignment or transfer (to the extent provided in Section 11.06(b) hereof).

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. The Administrative Agent is authorized to release any collateral, or 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.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent Agent: (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement, and shall not by reason of the Loan Documents this Agreement be a trustee or fiduciary for any LenderBank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document documents referred to or provided for in, or received by any of them under, this AgreementAgreement or any document delivered in connection herewith, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note Note, if any, or any other document referred to or provided for herein or for any failure by any of the Obligors Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligenceherewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsfaith. The Administrative Agent may deem and treat the payee of any Note Note, if any, 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 consented to in accordance with the Administrative AgentSection 11.6.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent Bank of America to act as its agent hereunder under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 SECTION 12.5 and the first sentence of Section 11.06 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, attorneys, accountants, experts and agents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by the Borrower or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, its Subsidiaries Borrower or any other obligor or guarantorof its Affiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderunder any Loan Document; and (ive) 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 including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentreasonable care.

Appointment, Powers and Immunities. 10.1.1 Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 Agreement shall include reference to its Affiliates affiliates, successors and assigns, by merger, acquisition, consolidation or reorganization and its own and its Affiliates’ affiliates' officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) 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 the this Agreement or any other Loan Documents Document be a trustee or fiduciary for any Lender; , (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this AgreementAgreement 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 AgreementAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Borrower or other Lender or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existencethereunder, 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; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunder; hereunder or under any other Loan Document except upon the consent of the Required Lenders thereto and (ivd) shall not be responsible to the Lenders for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsfaith. The Administrative Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Administrative Agent Bank of America to act as its agent hereunder under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 14.5 and the first sentence of Section 11.06 14.6 shall ------------ ------------ include reference to its Affiliates (including NationsBanc Xxxxxxxxxx Securities LLC) and its own and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by any of the Obligors Loan Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Loan Party or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, its Subsidiaries any Loan Party or any other obligor or guarantorof its Affiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderunder any Loan Document; and (ive) 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 including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in- fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentreasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence nor any of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ , officers, directors, employees, attorneysattorneys or agents shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with this Agreement CREDIT AGREEMENT - Page 91 or any of the other Loan Documents except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, accountantsthe Administrative Agent (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent, experts and agents): (ib) 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 the this Agreement or any other Loan Documents Document be a trustee or fiduciary for any Lender; , (iic) makes no representation shall not be required to initiate any litigation or warranty collection proceedings hereunder or under any other Loan Document except to any Lender and the extent requested by the Required Lenders, (d) shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this AgreementAgreement or 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 AgreementAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existencethereunder, 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; (iiie) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunder; and may consult with legal counsel (iv) shall not be responsible including counsel for any action taken or omitted to be taken Loan Party), independent public accountants and other experts selected by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible liable for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agentscounsel, accountants, attorneys accountants or experts, and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing reasonably believed by it to be genuine and signed or sent by the proper party or parties. The As to any matters not expressly provided for by this Agreement, the Administrative Agent may deem shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Lenders, and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice such instructions of the assignment Required Lenders and any action taken or transfer thereof permitted hereunder failure to act pursuant thereto shall have been filed with be binding on all of the Lenders; provided, however, that the Administrative AgentAgent shall not be required to take any action which exposes the Administrative Agent to liability or which is contrary to this Agreement or any other Loan Document or applicable law.

Appointment, Powers and Immunities. Each Lender Holder hereby irrevocably appoints and authorizes the Administrative Agent North Haven Expansion to act as its agent hereunder and under the Security Instruments other Note Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Note Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in this Agreement and the Loan Documents, other Note Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and Holder. Agent shall not be responsible to the Lenders Holders for any recitals, statements, representations or warranties contained in this AgreementAgreement or the other Note Documents, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or the other Note Documents, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any the other Note Documents, or any other document referred to or provided for herein or therein, or for the collectability of the Obligations or for the validity, effectiveness or value of any interest or security granted herein 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 any failure by any of the Obligors or any other Person (other than the Administrative Agent) Issuer to perform any of its obligations hereunder or thereunder or for under 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 pursuant to Section 11.07 Note Documents. Agent may employ agents and attorneys-in-fact and shall not be required answerable, except as to initiate money or conduct securities received by it or its authorized agents, for the negligence or misconduct of any litigation such agents or attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of collection proceedings hereunder; and (iv) its directors, officers, members, managers, employees or agents shall not be liable or responsible for any action taken or omitted to be taken by it or them hereunder or under any the other document or instrument referred to or provided for herein Note Documents or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or negligence, willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct breach of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentthis Agreement.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentssuch other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 8.05 and the first sentence of Section 11.06 8.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries the Guarantors, any provider of Acceptable Credit Support or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 8.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder 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 or instrument referred to or provided for herein or in connection herewith including its own ordinary negligence, except for its own gross negligence or willful misconductmisconduct as found in a non-appealable judgment by a court of competent jurisdiction. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith faith, except to the extent a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct. The Administrative Agent shall not be responsible to the Lenders for any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat is authorized to release any cash collateral that is permitted to be released pursuant to the payee terms 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 Agentthis Agreement.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the Security Instrumentsother Basic Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 10.05 and the first sentence of Section 11.06 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the Loan other Basic Documents, and shall not by reason of the Loan Documents this Agreement or any other Basic Document be a trustee or fiduciary for any LenderBank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this AgreementAgreement or 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 AgreementAgreement or any other Basic Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other Basic Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder or under any other Basic Document, unless so directed by the Required Lenders; (d) shall not be required to act as collateral agent hereunder or otherwise be responsible for any collateral security granted in connection herewith except with respect to any collateral that cannot be perfected by filing Uniform Commercial Code financing statements; and (ive) 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsfaith. The Administrative Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Agreement and under the Security Instruments other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 7.5 and the first sentence of Section 11.06 7.6 shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts 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 the Loan Documents be a trustee or fiduciary for any LenderBank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Credit Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Credit Document, any Note or any other document referred to or provided for herein therein or for any failure by any of the Obligors Credit Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Credit Party or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, any Credit Party or any of its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderunder any Credit Document unless requested by the Majority Banks in writing and it receives indemnification satisfactory to it from the Banks; and (ive) 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 including its own ordinary negligencewith any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentreasonable care.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent Chase to act as its agent Administrative Agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 10.5 and the first sentence of Section 11.06 10.6 shall include reference to its Chase's Affiliates and its own and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement, and shall not by reason of the Loan Documents this Agreement be a trustee or fiduciary for any LenderBank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligenceherewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsfaith. The Administrative Agent may deem and treat the payee 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, together with the consent of the Borrower to such assignment or transfer.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, 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 DocumentsNotes, and shall not by reason hereof or by reason of the Loan Documents Notes be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. 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 to the contrary, none of the Sole Lead Arranger, Sole and Exclusive Book Manager, Co-Syndication Agents or Co- Documentation Agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative The Collateral Agent to shall act as its agent Agent for the Company hereunder and under the Security Instruments with such powers as are specifically delegated to vested in the Administrative Collateral Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Each of the Collateral Agent, the Custodial Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): Securities Intermediary: (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and no implied covenants or obligations shall be inferred from this Agreement against any of them, nor shall any of them be bound by the Loan Documents, and shall not by reason provisions of any agreement beyond the Loan Documents be a trustee or fiduciary for any Lenderspecific terms hereof; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties recitals contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them it under, this Agreement, the Securities or the Purchase Contract Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this AgreementAgreement (other than as against the Collateral Agent), any Note the Securities or the Purchase Contract Agreement or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Company or any other Person (other than except the Administrative Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be) to perform any of its obligations hereunder or thereunder or for the existenceperfection, valuepriority or, perfection or priority except as expressly required hereby, maintenance of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantorinterest created hereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunder; and hereunder (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 except in connection herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice case of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent.Collateral

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 SECTION 9.5 and the first sentence of Section 11.06 SECTION 9.6 hereof shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) 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 the this Agreement or any other Loan Documents Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this AgreementAgreement 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 AgreementAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency 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 any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its their obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentfaith.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, 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 DocumentsNotes, and shall not by reason hereof or by reason of the Loan Documents Notes be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. 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 to the contrary, none of the Lead Arrangers, Book Manager, Syndication Agent or Co-Documentation Agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and administrative agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in the Loan Documents, this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, the Loan Documents, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ administrative agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such administrative agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such administrative agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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.the

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 10.05 hereof and the first sentence of Section 11.06 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement, and shall not by reason of the Loan Documents this Agreement be a trustee or fiduciary for any LenderBank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligenceherewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsfaith. The Administrative Agent may deem and treat the payee 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, together with the consent of the Borrower to such assignment or transfer (to the extent provided in Section 2.04(c) or 11.06(b) hereof, but subject to Section 11.06(d) hereof).

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement, and shall not by reason of the Loan Documents this Agreement be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the BorrowerObligors, its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentssuch other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 8.05 and the first sentence of Section 11.06 8.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Loan Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existenceexistence or value of, value, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the BorrowerCompany, its the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 8.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of named in any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any Collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby ---------------------------------- irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 SECTION 11.04 and the first sentence of Section 11.06 SECTION 11.05 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and administrative agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in the Loan Documents, this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, the Loan Documents, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 SECTION 11.06 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ administrative agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such administrative agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such administrative agents, accountants, attorneys or experts. The Administrative Agent shall not be required to expend or risk its own funds or otherwise incur personal financial liability in the performance of its duties hereunder. The Administrative Agent may deem and treat the payee 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. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 10.05 hereof and the first sentence of Section 11.06 10.06 hereof shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement, and shall not by reason of the Loan Documents this Agreement be a trustee or fiduciary for any LenderBank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note Note, any other Loan Document or any other document referred to or provided for herein or for any failure by any of the Obligors or any other Person (other than the Administrative Agent) Borrower to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligenceherewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of any a 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, together with the consent of the Company to such assignment or transfer (to the extent required by Section 11.06(b) hereof).

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments Notes and Related Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and the Security Instrumentsthereof, together with such other powers as are reasonably incidental thereto. Each Bank specifically acknowledges that it shall have no right to enforce the Guaranty, which shall be enforced solely by the Agent. The Administrative Agent (which term the "Agent" as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 Article VIII shall include reference to its Affiliates and its and its Affiliates’ officers, shareholders, directors, employees, attorneys, accountants, experts employees and agents): ) (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and the Loan Documents, Related Documents and shall not by reason of the Loan Documents this Agreement or any Related Document be a trustee or fiduciary for any LenderBank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders any Bank for any recitals, statements, representations or warranties contained in this AgreementAgreement or any Related Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or any Related Document, or for the value, validity, effectiveness, genuineness, enforceability, execution, effectivenessfiling, legalityregistration, enforceability collectibility, recording, perfection, existence or sufficiency of this Agreement, Agreement or any Note Related Document or any other document referred to or provided for herein or therein or any property covered thereby or for any failure by any of the Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder thereunder, and shall not have any duty to inquire into or for the existence, value, perfection or priority of pass on any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantorforegoing matters; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder or under any Related Document except to the extent requested by the Majority Banks; and (ivd) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under any Related Document or any other document or instrument referred to or provided for herein or therein or in connection herewith including or therewith, including, without limitation, pursuant to its own ordinary negligence, except for its own gross negligence or willful misconduct; (e) shall not be bound by or obligated to recognize any agreement among or between the Debtor and any Bank, regardless of whether the Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to the Agent in accordance with the terms of this Agreement or any Related Document; (g) shall not be responsible for any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator; and (h) shall not be responsible for the acts or edicts of any governmental authority. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentreasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments Letters of Credit and the other Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and the Security Instrumentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 9.01 shall include reference to its Affiliates affiliates and its and its Affiliates’ affiliates' officers, directors, employees, attorneys, accountants, experts employees and agentsagents and to JPMorgan Chase acting in its individual capacity hereunder as issuer of Letters of Credit): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement, the Loan Letters of Credit and the other Basic Documents, and shall not by reason of this Agreement, 77 the Loan Documents Letters of Credit or any other Basic Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Letters of Credit or 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, the Letters of Credit or any other Basic Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, the Letters of Credit or any Note other Basic Document or any other document referred to or provided for herein or therein or for any failure by the Company or any of the Obligors its Subsidiaries or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder or under any 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 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it with reasonable care. Without in good faith any way limiting any of the foregoing, 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 (1993 Revision), International Chamber of Commerce Publication No. 500 (or any action taken replacement or omitted revision thereof in effect from time to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agenttime).

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. (a) Each Lender holder of a Loan Certificate hereby irrevocably appoints and authorizes the Administrative Agent Wilmington Trust Company (“Wilmington”) to act as its agent Security Trustee hereunder and under the Security Instruments other Operative Documents with such powers as are specifically delegated to the Administrative Agent Security Trustee by the terms of this Agreement and of the Security Instrumentsother Operative Documents, together with such other powers as are reasonably incidental thereto. Wilmington accepts such appointment. The Administrative Agent Security Trustee (which term as used in this sentence and in Section 11.05 6.4 and the first sentence of Section 11.06 6.5 shall include reference to its Wilmington’s Affiliates and its own and its Affiliates’ officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the Loan other Operative Documents, and shall not by reason of the Loan Documents this Agreement or any other Operative Document be a trustee or fiduciary for any Lenderholder of a Loan Certificate; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders holder of a Loan Certificate for (i) any recitals, statements, representations or warranties contained in this AgreementAgreement or in any other Operative Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or any other Operative Document, or for (ii) the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note Loan Certificate or any other Operative Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Borrowers or any other Person (other than the Administrative Agent) person to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder or under any other Operative Document; and (ivd) shall not be responsible to the holder of any Loan Certificate for any action taken or omitted to be taken by it hereunder or under any other Operative Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent Security Trustee may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible to the holder of any Loan Certificate for the negligence or misconduct of any such agents, accountants, attorneys agent or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsfaith. The Administrative Agent may deem and treat the payee 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 Agreement]

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 SECTION 9.5 and the first sentence of Section 11.06 SECTION 9.6 hereof shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities to the Lenders except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of the this Agreement or any other Loan Documents Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this AgreementAgreement 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 AgreementAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Borrower, or any other Person (other than the Administrative Agent) to perform any of its their obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder or under any other Loan Document; and (ivd) shall not be responsible to the Lenders for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible to the Lenders for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentfaith.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentssuch other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 8.05 and the first sentence of Section 11.06 8.06 shall include reference to its Affiliates and its and its Affiliates’ Affiliates= officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors either Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existenceexistence or value of, value, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the BorrowerCompany, its the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 8.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of named in any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any cash collateral that is permitted to be released pursuant to the terms of this Agreement.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsDocuments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 11.5 and the first sentence of Section 11.06 11.6 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 11.7 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and the Security Instrumentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 11 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and the Loan other Basic Documents, and shall not by reason of the Loan Documents this Agreement or any other Basic Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this AgreementAgreement or 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 AgreementAgreement or any other Basic Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, Agreement or any Note other Basic Document or any other document referred to or provided for herein or therein or for any failure by the Parent or any of the Obligors Subsidiary Guarantors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder or under any 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentreasonable care.

Appointment, Powers and Immunities. Each Lender Secured Party hereby irrevocably appoints and authorizes the Administrative Collateral Agent to act as its agent Collateral Agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Collateral Agent by the terms of this Agreement and of the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Collateral Agent (which term as used in this sentence and in Section 11.05 10.5 and the first sentence of Section 11.06 10.6 hereof shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities to the Secured Parties except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of the this Agreement or any other Loan Documents Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Secured Parties for any recitals, statements, representations or warranties contained in this AgreementAgreement 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 AgreementAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Borrower, or any other Person (other than the Administrative Agent) to perform any of its their obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder or under any other Loan Document; and (ivd) shall not be responsible to the 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Collateral Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible to the Secured Parties for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentfaith.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments 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 the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 14.4 hereof and the first sentence of Section 11.06 14.5 hereof shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts employees and agents): (i) 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 the this Agreement or any other Loan Documents Document be a trustee or fiduciary for any LenderBank; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties of the Borrower or any other Person contained in this Agreement, 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 Agreementhereunder or thereunder, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note Agreement or any other document referred to or provided for herein Loan Document or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) person or entity to perform any of its obligations hereunder or thereunder thereunder, or for the existence, value, perfection or priority satisfaction of any collateral security or condition precedent specified in Section 3 hereof (except receipt of documents required to be delivered to the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantorAgent hereunder); (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder or under any other Loan 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 or instrument referred to or provided for herein or in connection herewith including its own ordinary negligenceLoan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsfaith. The Administrative Agent may deem and treat the payee of any Note each Bank as the holder thereof party entitled to receive any amounts hereunder 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. Section 14.2.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes (and continues the Administrative Agent authorization and appointment under the Original Agreement of) BankBoston, N.A. to act as its agent hereunder and under the Security Instruments other Loan Documents and to act as its Approved Bank Affiliates agent hereunder and under the other Loan Documents (such Affiliate by acceptance of the benefits of the Loan Documents hereby ratifying and continuing such appointment) with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsLoan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Neither the Agent (which term as used in this sentence and in Section 11.05 and the first sentence nor any of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ , officers, directors, employees, attorneys, accountantsor agents shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with any Loan Document except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, experts and agents): the Agent (i) may treat each Secured Party as the party entitled to distributions hereunder until it receives written notice of the assignment or transfer thereof signed and in form satisfactory to the Agent, (ii) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the any Loan Documents Document be a trustee or fiduciary for any Lender; Secured Party, (iiiii) makes no representation shall not be required to initiate any litigation or warranty collection proceedings under any Loan Document except to any Lender and the extent requested by the Required Banks, (iv) shall not be responsible to the Lenders any Secured Party for any recitals, statements, representations representations, or warranties contained in this Agreementany Loan Document, or in any certificate or other document documentation referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuinenessenforceability, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note Loan Document or any other document documentation referred to or provided for herein therein or for any failure by any of the Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or thereunder, (v) may consult with legal counsel (including counsel for the existenceBorrower), valueindependent public accountants, perfection or priority of any collateral security or the financial or and other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken experts selected by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible liable for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agentscounsel, accountants, attorneys or experts. The Administrative Agent may deem , and treat the payee (vi) shall incur no liability under or in respect of any Note as Loan Document by acting upon any notice, consent, certificate, or other instrument or writing believed by it to be genuine and signed or sent by the holder thereof proper party or parties. As to any matters not expressly provided for by any Loan Document, the Agent shall in all purposes hereof unless cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Banks, and until a written notice such instructions of the assignment Required Banks and any action taken or transfer thereof permitted hereunder failure to act pursuant thereto shall have been filed with be binding on all of the Administrative AgentSecured Parties; provided, however, that the Agent shall not be required to take any action which exposes it to personal liability or which is contrary to any Loan Document or applicable law.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent Bank One, NA to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsLoan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Neither the Agent (which term as used in this sentence and in Section 11.05 and the first sentence nor any of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ , officers, directors, employees, attorneys, accountantsor agents shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with any Loan Document or any of the other Loan Documents except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, experts and agents): the Agent: (i) may treat the payee of any Note as the holder thereof until it receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the any Loan Documents Document be a trustee or fiduciary for any LenderBank; (iiiii) makes no representation shall not be required to initiate any litigation or warranty collection proceedings under any Loan Document except to any Lender and the extent requested by Required Banks; (iv) shall not be responsible to the Lenders Banks for any recitals, statements, representations representations, or warranties contained in this Agreementany Loan Document, or in any certificate or other document documentation referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuinenessenforceability, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note Loan Document or any other document documentation referred to or provided for herein therein or for any failure by any of the Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiiv) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunder; may consult with legal counsel, independent public accountants, and (iv) shall not be responsible for any action taken or omitted to be taken other experts selected by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible liable for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agentscounsel, accountants, attorneys or experts. The Administrative Agent may deem ; and treat the payee (vi) shall incur no liability under or in respect of any Note as Loan Document by acting upon any notice, consent, certificate, or other instrument or writing believed by it to be genuine and signed or sent by the holder thereof proper party or parties. As to any matters not expressly provided for by any Loan Document, the Agent shall in all purposes hereof unless cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by Required Banks, and until a written notice such instructions of Required Banks and any action taken or failure to act pursuant thereto shall be binding on all of the assignment Banks; provided, however, that the Agent shall not be required to take any action which exposes it to personal liability or transfer thereof permitted hereunder shall have been filed with the Administrative Agentwhich is contrary to any Loan Document or applicable law.

Appointment, Powers and Immunities. Each Lender hereby ---------------------------------- irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder administrative agent, the Co-Syndication Agents to act as co-syndication agents, and the Co-Documentation Agents to act as co-documentation agents, under and for purposes of this Agreement, the Security Instruments Notes and the other Loan Documents with such powers as are specifically delegated to the Administrative Agent Agents by the terms of this Agreement Agreement, the Notes and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent Agents (which term as used in this sentence and in Section 11.05 13.5 hereof and the first sentence of Section 11.06 13.6 ------------ ------------ hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees, attorneys, accountants, experts 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, and shall not by reason of this Agreement, the Notes and the other Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Notes and the other Loan Documents, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, the Notes and the other Loan Documents, or for the value, execution, validity, effectiveness, genuineness, executionenforceability, effectivenesscollectibility, legality, enforceability or sufficiency of this Agreement, any Note the Notes and the other Loan Documents or any other document referred to or provided for herein or for any failure by any of the Obligors Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderpursuant to this Agreement, the Notes and the other Loan 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 herewith including its own ordinary negligenceor therewith, except for its their own gross negligence or willful misconduct. The Administrative Agent Agents may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentthem.

Appointment, Powers and Immunities. (a) Each Lender (and Wachovia, with respect to the Letter of Credit Obligations) hereby irrevocably appoints and authorizes the Administrative Agent (including its successors by merger) to act as its agent hereunder and under the Security Instruments other Credit Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and the Security Instrumentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): Agent: (i) shall have no duties or responsibilities except those as expressly set forth in this Agreement and the Loan other Credit Documents, and shall not by reason of the Loan Documents this Agreement or any other Credit Document be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this AgreementAgreement or any other Credit Document, or in any certificate or other document referred to or provided for in, or received by any of them under, Lender under this AgreementAgreement or any other Credit Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, Agreement or any Note other Credit Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors or any other Person (other than the Administrative Agent) Borrower to perform any of its obligations hereunder or 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 guarantorthereunder; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder or under any other Credit Document except to the extent requested by the Required Lenders, and then only on terms and conditions which do not, in the reasonable judgment of the Agent, subject the Agent to any undue risk; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Credit Document or any other document or instrument referred to or provided for herein or therein or in connection herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it with reasonable care. The provisions of this ARTICLE 7 are solely for the benefit of the Agent and the Lenders, and no Borrower shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Credit Documents, the Agent shall act solely as 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 Borrowers. The duties of the Agent shall be ministerial and administrative in good faith nature, and the Agent shall not have by reason of this Agreement or any action taken or omitted other Credit Document a fiduciary relationship in respect of any Lender. The Agent shall remit to be taken in good faith the Lenders, as soon as 80 87 reasonably practical following receipt thereof, all payments and other amounts received by it in accordance with hereunder for the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice account of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative AgentLenders.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, other Loan Documents together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts 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 the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and Bank. The Agent shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this Agreement, Agreement or the other Loan Documents in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or the other Loan Documents, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note Agreement or the other Loan 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 any of the Obligors or any other Person (other than the Administrative Agent) Borrower to perform any of its obligations hereunder or thereunder or for under 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 pursuant to Section 11.07 Loan Documents. The Agent may employ agents and attorneys-in-fact and shall not be required answerable, except as to initiate money or conduct securities received by it or its authorized agents, for the negligence or misconduct of any litigation such agents or attorneys-in-fact selected by it with reasonable care. Neither the Agent nor any of collection proceedings hereunder; and (iv) its directors, officers, employees or agents shall not be liable or responsible for any action taken or omitted to be taken by it or them hereunder or under any the other document or instrument referred to or provided for herein Loan Documents or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentssuch other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 8.05 and the first sentence of Section 11.06 8.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existenceexistence or value of, value, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the Borrower, its the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 8.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of named in any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any cash collateral that is permitted to be released pursuant to the terms of this Agreement.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Tranche B Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Tranche B Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Tranche B Loan Documents, and shall not by reason of the Tranche B Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Tranche B Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its the Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of any Tranche B Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Tranche B Loan Documents.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints (and continues the appointment created by the Existing Credit Agreement) and authorizes the Administrative Agent Chase to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsLoan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Neither Agent (which term as used in this sentence and in Section 11.05 and the first sentence nor any of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ , officers, directors, employees, attorneys, accountantsor agents shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with any Loan Document or any of the other Loan Documents except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, experts and agents): Agent (i) may treat the payee of any Revolving Note as the holder thereof until it receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Agent; (ii) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the any Loan Documents Document be a trustee or fiduciary for any LenderBank; (iiiii) makes no representation shall not be required to initiate any litigation or warranty collection proceedings under any Loan Document except to any Lender and the extent requested by Required Banks; (iv) shall not be responsible to the Lenders Banks for any recitals, statements, representations representations, or warranties contained in this Agreementany Loan Document, or in any certificate or other document documentation referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuinenessenforceability, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note Loan Document or any other document documentation referred to or provided for herein therein or for any failure by any of the Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiiv) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of collection proceedings hereunder; may consult with legal counsel (including counsel for Parent), independent public accountants, and (iv) shall not be responsible for any action taken or omitted to be taken other experts selected by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible liable for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agentscounsel, accountants, attorneys or experts. The Administrative Agent may deem ; and treat the payee (vi) shall incur no liability under or in respect of any Note as Loan Document by acting upon any notice, consent, certificate, or other instrument or writing believed by it to be genuine and signed or sent by the holder thereof proper party or parties. As to any matters not expressly provided for by any Loan Document, Agent shall in all purposes hereof unless cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by Required Banks, and until a written notice such instructions of Required Banks and any action taken or failure to act pursuant thereto shall be binding on all of the assignment Banks; provided, however, that Agent shall not be required to take any action which exposes it to personal liability or transfer thereof permitted hereunder shall have been filed with the Administrative Agentwhich is contrary to any Loan Document or applicable law.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 14(e) and the first sentence of Section 11.06 14(f) shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note Note, or any other Loan Document or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 14(g) shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. The Agent is authorized to release any Collateral or Mortgaged Property that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Agreement and under the Security Instruments other Loan Papers with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Papers, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 SECTION 14.5 and the first sentence of Section 11.06 SECTION 14.6 hereof shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts 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 the Loan Documents be a trustee or fiduciary for any LenderBank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Paper or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Paper, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Paper, any Note or any other document referred to or provided for herein therein or for any failure by Borrower, any Subsidiary of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or the financial agreements by Borrower or other condition any of the Borrower, its Subsidiaries or the satisfaction of any other obligor condition or guarantorto inspect the property (including the books and records) of Borrower, any of its Subsidiaries or Affiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderunder any Loan Paper; and (ive) 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 including its own ordinary negligencewith any Loan Paper, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentreasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under each of the Security Instruments with such powers as are Loan Documents specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the Security InstrumentsLoan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 ss. 12.5 and the first sentence of Section 11.06 ss. 12.6 shall include reference to its Affiliates and its and its Affiliates’ the respective officers, directors, employees, attorneys, accountants, experts employees and agentsagents 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 the Loan Documents this Credit Agreement to be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Credit Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Credit Agreement, or for the value, validity, effectiveness, genuineness, executionenforce ability, effectiveness, legality, enforceability perfection or sufficiency of this Credit Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrowers or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder 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 including its own ordinary negligenceherewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or with reasonable care. Subject to the foregoing, the Agent shall, on behalf of the Lenders, exercise any action taken or omitted to be taken in good faith by it in accordance with and all rights, powers and remedies of the advice of such agentsLenders under this Credit Agreement and any other Loan Documents, accountants, attorneys or experts. The Administrative Agent may deem and treat including the payee giving of any Note as consent or waiver or the holder thereof for all purposes hereof unless and until a written notice entering into of any amendment, subject to the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agentprovisions of ss.25.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and the Security Instrumentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term the "Agent" as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 10 shall include reference to its Affiliates and its own and its Affiliates’ ' respective officers, shareholders, directors, employees, attorneys, accountants, experts employees and agents): ) (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of the this Agreement or any other Loan Documents Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders any Lender for any recitals, statements, representations or warranties contained in this AgreementAgreement or 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 AgreementAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, execution, effectivenessfiling, legalityregistration, enforceability collectibility, recording, perfection, existence or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or any property covered thereby or for any failure by any of the Obligors Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder thereunder, and shall not have any duty to inquire into or for the existence, value, perfection or priority of pass upon any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantorforegoing matters; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder or under any other Loan Document except to the extent requested by the Majority Lenders; and (ivd) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewith including or therewith, including, without limitation, pursuant to its own ordinary negligence, except for its own gross negligence or willful misconduct; (e) shall not be bound by or obliged to recognize any agreement among or between the Borrower and any Lender, regardless of whether the Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to the Agent in accordance with the terms of this Agreement or any other Loan Document; (g) shall not be responsible for any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, and (h) shall not be responsible for the acts or edicts of any Governmental Authority. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it with reasonable care. In any foreclosure proceeding concerning any Collateral, each holder of an Obligation if bidding for its own account or for its own account and the accounts of other Lenders is prohibited from including in good faith or any action taken or omitted the amount of its bid an amount to be taken in good faith applied as a credit against the Obligations held by it or the Obligations held by the other Lenders; instead, such holder must bid in accordance with cash only. However, in any such foreclosure proceeding, the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of any Note as the holder thereof (but shall not be obligated to) submit a bid for all purposes hereof unless Lenders (including itself) in the form of a credit against the Obligations, and until a written notice the Agent or its designee may (but shall not be obligated to) accept title to such collateral for and on behalf of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agentall Lenders.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 12.5 and the first sentence of Section 11.06 12.6 hereof shall include reference to its Affiliates and its own and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts employees and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement, and shall not by reason of the Loan Documents this Agreement be a trustee or fiduciary for any LenderBank; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this AgreementAgreement or any of the other Loan Documents, or in any certificate or other instrument, document or agreement referred to or provided for in, or received by any of them under, this AgreementAgreement or any of the other Loan Documents, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any of the other document referred to or provided for herein Loan Documents or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iii) except pursuant subject to Section 11.07 12.3 hereof, shall not be required to initiate or conduct any litigation of or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other agreement, document or instrument referred to or provided for herein or in connection herewith including its own ordinary negligenceherewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsfaith. The Administrative Agent may deem and treat the payee 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 Agenttransfer.

Appointment, Powers and Immunities. Each Lender hereby irrevocably (but subject to Section 10.08) appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 10.05 and the first sentence of Section 11.06 10.06 shall include reference to its Affiliates and its own and its Affiliates’ affiliates' officers, directors, employees, attorneys, accountants, experts 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 the Loan Documents this Agreement be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, Agreement or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, Agreement or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligenceherewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents -52- and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentreasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agentsAdministrative Agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agentsAdministrative Agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agentsAdministrative Agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agentsAdministrative Agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably The Purchaser and each other holder of Notes by its acceptance of any Note appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments Related Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and by the Security InstrumentsRelated Documents, together with such other powers as are reasonably incidental hereto or thereto. The Administrative Agent Agent: (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement or the Loan Related Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders holders of Notes for any recitals, statements, representations or warranties contained in this AgreementAgreement or the Security Documents, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or the Related Documents, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note the Related Documents, or any other document referred to or provided for herein or therein or for any failure by any of the Obligors either Issuer or any other Person (other than the Administrative Agent) their respective Subsidiaries to perform any of its their obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation 76 76 or collection proceedings; (d) shall not be responsible for determining or maintaining (except as set forth below) the validity, perfection, re-perfection or priority of collection proceedings hereunder; and any lien, security interest, or encumbrance purportedly created or perfected by any Security Document except in reliance upon certificates, legal opinions or forms of documents provided to the Agent in accordance with the terms of this Agreement or the Related Documents, (ive) shall not be responsible for monitoring the condition or state of any collateral described in any Security Document except in reliance upon certificates, legal opinions or forms of documents provided to the Agent in accordance with the terms of this Agreement or the Related Documents, (f) shall not be responsible for monitoring compliance of either Issuer or their respective Subsidiaries with any representations, warranties, or covenants contained in any Security Document except in reliance upon certificates, legal opinions or forms of documents provided to the Agent in accordance with the terms of this Agreement or the Related Documents, (g) shall not be responsible for determining whether any Related Document delivered after the Closing Date, or any opinion, certificate, or financing statement delivered in connection with any such Related Document, conforms to the expectations of the Purchaser or any other holder of Notes, except in reliance upon forms of such opinion, certificate or financing statement delivered to the Agent (h) shall not be responsible for determining the adequacy of any insurance, or the financial condition of any insurer, to be furnished by any party (except as set forth below) or (i) 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 including its own ordinary negligenceherewith, except for its own gross negligence or willful misconduct. The Administrative Agent will promptly cooperate in signing any and all filings or continuation statements prepared by either Issuer or the Purchaser in order to perfect or maintain perfection of the security interest created pursuant to this Agreement. The Agent shall be required, without being so instructed by the Purchaser or any other holder of Notes, to possess and maintain possession of the Pledged Stock. The Agent may employ agents, accountants, attorneys agents and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsreasonable care. The Administrative Agent in its individual capacity may deem and treat be or become the payee holder of any Note as and may be a holder of the holder thereof Notes for all purposes hereof unless of this Agreement and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed may otherwise deal with the Administrative Issuers or any of their respective Subsidiaries with the same rights it would have if it were not the Agent.

Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Administrative Agent Bank of America to act as its agent hereunder under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 14.5 and the first sentence of Section 11.06 14.6 shall ------------ ------------ include reference to its Affiliates (including NationsBanc Xxxxxxxxxx Securities LLC) and its own and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, effectiveness, legality, enforceability or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by any of the Obligors Loan Party or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Loan Party or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, its Subsidiaries any Loan Party or any other obligor or guarantorof its Affiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderunder any Loan Document; and (ive) 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 including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentreasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsLoan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender U.S. Bank hereby irrevocably appoints and authorizes the Administrative U.S. Co-Agents and each Canadian Bank irrevocably appoints and authorizes the Canadian Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative such Agent by the terms of this Agreement and of the Security Instrumentsother Loan Documents, to which such Agent is a party, together with such other powers as are reasonably incidental thereto. The Administrative Each Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, to which such Agent is a party, and shall not by reason of the this Agreement or any other Loan Documents Document be a trustee or fiduciary for any LenderBank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks for any recitals, statements, representations or warranties contained in this AgreementAgreement or 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 AgreementAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of any collateral security provided for by any of the Security Documents, or of this Agreement, any Note or any other Basic Document or any other document referred to or provided for herein or therein, or for any failure by any of the Obligors Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder or under any other Basic Document; 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Each Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or expertsfaith. The Administrative Each Agent may deem and treat the payee 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 such Agent, together with the Administrative Agentconsent of the applicable Borrower to such assignment or transfer (to the extent provided in Section 12.06(b) hereof).

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and the Security Instrumentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 11 shall include reference to its Affiliates affiliates and its and its Affiliates’ affiliates' officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and the Loan DocumentsNotes, and shall not by reason of the Loan Documents this Agreement or any Note be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this AgreementAgreement or the Notes, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or any the Notes, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, Agreement or any Note or any other document referred to or provided for herein or therein or for any failure by the Company or any of the Obligors its Subsidiaries or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunder; hereunder or under any Note 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 Note or any other document or instrument referred to or provided for herein or therein or in connection herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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.agents and

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement, and shall not by reason of the Loan Documents this Agreement be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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.

Appointment, Powers and Immunities. Each Lender hereby irrevocably (but subject to removal by the Required Lenders pursuant to Section 12.8.) appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Credit Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the Security Instrumentsother Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as -82- 92 used in this sentence and in Section 11.05 12.5. and the first sentence of Section 11.06 12.6. shall include reference to its Affiliates and its and its Affiliates’ , officers, directors, employeesemployees and agents and its Affiliates' respective officers, attorneysdirectors, accountants, experts employees and agents): (ia) shall not have no any duties or responsibilities except those expressly set forth in this Agreement and in the Loan other Credit Documents, and shall not by reason of the Loan Documents this Agreement or any other Credit Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this AgreementAgreement or in any other Credit Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or any other Credit Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, Agreement or any Note other Credit Document or any other document referred to or provided for herein or therein or for any failure by any of the Obligors Company or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunderhereunder or under any other Credit Document; 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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 Agentfaith.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints Secured Party has appointed and authorizes authorized (or will be deemed to have appointed and authorized) the Administrative Collateral Agent to act as its agent hereunder and under the Security Instruments Account Control Agreement with respect to the Collection Account with such powers as are specifically delegated to the Administrative Agent it by the terms of this Agreement and the Security Instrumentshereof, together with such other powers as are reasonably incidental thereto. The Administrative In addition to the rights, benefits, protections and immunities provided to the Collateral Agent in the Term Loan Agreement, the Collateral Agent (which term as used in this sentence sentence, in Section 5.5 and in Section 11.05 and the first sentence of Section 11.06 5.6 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, attorneys, accountants, experts representatives and agents): (i) shall have no duties or responsibilities except those expressly set forth herein, in the Loan Documents, Account Control Agreement and in the other agreements to which it is a party and shall not by reason of the Loan Documents any such agreement be a trustee or fiduciary for any Lender; Secured Party, (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Secured Parties for any recitals, statements, representations or warranties contained in this Agreementherein, or in any certificate or other document referred to or provided for inherein, or received by any of them under, this Agreementhereunder, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note the Collateral or any other document referred to or provided for herein or for any failure by any of the Obligors Grantor or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existencethereunder, 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 pursuant to Section 11.07 shall not be required to initiate or conduct any litigation of or collection proceedings hereunder; proceedings, 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 including its own ordinary negligenceherewith, except for its own gross negligence or willful misconduct. (b) The Administrative Collateral Agent may employ agents, attorneys-in-fact, accountants, attorneys and appraisers or other experts or advisers and shall not be responsible for the negligence or misconduct of or for the supervision of any such agents, accountants, attorneys or experts Persons that are selected by it in good faith faith. (c) Before the Collateral Agent acts or refrains from acting, it may require a certificate from any Person and/or an opinion of counsel satisfactory to the Collateral Agent with respect to the proposed action or inaction. The Collateral Agent shall not be liable for any action taken it takes or omitted omits to be taken take in good faith by it in accordance with reliance upon such certificate or opinion. Whenever in the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice administration of the assignment Collateral, the Collateral Agent shall deem it necessary or transfer desirable that a matter be provided or established before taking or suffering or omitting to take any act with respect to the Collateral, such matter (unless other evidence in respect thereof permitted hereunder shall have been filed with is herein specifically prescribed) may, in the Administrative absence of gross negligence or bad faith on the part of the Collateral Agent., be deemed to be conclusively proved and established by an officers’ certificate Gerdau Export and Working Capital Agreement Exhibit C — Form of Security Agreement

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates’ ' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein -66- 74 or for any failure by any of the Obligors Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its the Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 11.07, shall not be required to initiate or conduct any litigation of or collection proceedings 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 herewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee 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. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.