Common use of Appointment, Powers and Immunities Clause in Contracts

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other 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 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Majority Lenders in writing and it receives indemnification satisfactory to it from the Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent with reasonable care.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the each Agent to act as its agent under this Credit Agreement and the other Credit Documents Loan Papers with such powers and discretion as are specifically delegated to the each such Agent by the terms of this Credit Agreement and the other Credit DocumentsLoan Papers (and any separate agreements entered into among the parties regarding same), together with such other powers as are reasonably incidental thereto. The No Agent (which term as used in this sentence and in Section 10.5 13.5 and the first sentence of Section 10.6 13.6 hereof shall include its their Affiliates and its their own and its their Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and the other Loan Papers and no Agent shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document Loan Paper or any certificate or other document referred to or provided for in, or received by any of them under, any Credit DocumentLoan Paper, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit DocumentLoan Paper, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Paper; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit DocumentLoan Paper, except for its own gross negligence or willful misconduct. The Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it any such Agent with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other 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 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Required Lenders in writing and it receives indemnification satisfactory to it from the Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent with reasonable care.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably (subject to Section 12.7) appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 12.5 and the first sentence of Section 10.6 12.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or AffiliatesPerson; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its administrative agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other 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 10.5 8.05 and the first sentence of Section 10.6 hereof 8.06 shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party the Borrower or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party the Borrower or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party the Borrower or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment). The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 10.05 and the first sentence of Section 10.6 10.06 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other 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 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Required Lenders in writing and it receives indemnification satisfactory to it from the Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent with reasonable care. The Lead Arranger, in its capacity as such, shall have no right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, the Lead Arranger shall not have nor be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the Lead Arranger as it makes with respect to the Administrative Agent in the preceding paragraph.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 10.05 and the first sentence of Section 10.6 10.06 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. 10.02.

Appointment, Powers and Immunities. Each Lender Bank and each subsequent holder of the Notes and the Letter of Credit Participations hereby irrevocably appoints and authorizes the Agent to act as its their agent under this Credit Agreement and the other Credit Other Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, Other Documents together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Credit Agreement and the Other Documents and shall not be a trustee or fiduciary for any Lender; (b) Bank. The Agent shall not be responsible to the Lenders Banks for any recitalrecitals, statementstatements, representation, representations or warranty (whether written warranties contained in this Agreement or oral) made in the Other Documents 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, any Credit Documentthis Agreement or the Other Documents, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Documentthis Agreement, the Other Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or the Letter of Credit Participations or for any failure by any Credit Party or any other Person the Company to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertainunder this Agreement, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Notes or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconductOther Documents. The Agent may employ agents and attorneys-in-fact and shall not be responsible answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by them under this Agreement, or under the Other Documents or in connection herewith or therewith, except for their own gross negligence or willful misconduct.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Financing Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Financing Documents, together with such other powers as are reasonably incidental theretoto such powers. The Agent (which term as used in this sentence and in Section 10.5 10.05 and the first sentence of Section 10.6 hereof 10.06 shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, representatives and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Credit Agreement the Financing Documents, and shall not by reason of any Financing Document be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in any Financing Document, 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, any Credit Financing Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, Financing Document or any other document referred to or provided for therein in any Financing Document or for any failure by any Credit Party the Borrower or any other Person to perform any of its obligations thereunderunder any Financing Document; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; Financing Document and (ed) shall not be responsible for any action taken or omitted to be taken by it under any Financing Document or under any other document or instrument referred to or provided for in any Financing Document or in connection with any Credit Financing Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carein good faith.

Appointment, Powers and Immunities. 9.1.1 Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent and collateral agent hereunder and under this Credit Agreement and the other Credit Documents Documents, in each case with such powers and discretion as are specifically expressly delegated to the Administrative Agent by the terms of this Credit Agreement and the other 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 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Agreement and shall not Document, or be a trustee or a fiduciary for any Lender; (b) Secured Party. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Documents or any Legal Requirement or exposes Administrative Agent to any liability. Each of Administrative Agent, the Banks and any of their respective Affiliates shall not be responsible to any other Secured Party for (i) any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement, the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in other Credit Documents or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by Administrative Agent or any of them under, Secured Party under this Agreement or any other Credit Document, or for (ii) the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of this Agreement, the other Credit Documents, any Credit Document, Notes or any other document referred to or provided for therein herein, or for (iii) any failure by any Credit Party Borrower or any other Person its Affiliates to perform any of its their respective obligations hereunder or thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact fact, and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 11.5 and the first sentence of Section 10.6 11.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; and (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other 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 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Restricted Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Majority Lenders in writing and it receives indemnification satisfactory to it from the Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; and (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. 9.1.1 Each Bank and each Lender Group Member hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically expressly delegated to the Administrative Agent by the terms of this Credit Agreement and the other 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 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Agreement and shall not Document, or be a trustee or a fiduciary for any Lender; (b) Bank or any Lender Group Member. Notwithstanding anything to the contrary contained herein, Administrative Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Documents or any Legal Requirement or exposes Administrative Agent to any liability. Each of Administrative Agent, the Banks, the Lender Group Members and any of their respective Affiliates shall not be responsible to the Lenders any other Bank or any other Lender Group Member for any recitalrecitals, statementstatements, representationrepresentations or warranties made by any Equity Party, Borrower, any other Credit Party or warranty (whether written or oral) made any of their Affiliates contained in the Credit Documents or in connection with any Credit Document or any certificate or other document referred to or provided for in, or received by Administrative Agent, or any of them Bank or any Lender Group Member under, any the Credit DocumentDocuments, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any the Credit DocumentDocuments, the Notes or any other document referred to or provided for therein herein or for any failure by any Credit Party or Equity Party, Borrower, any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries their Affiliates to perform their respective obligations hereunder or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconductthereunder. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other 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 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates, or the perfection or priority of any Lien or security interest created or purported to be created under the Security Documents, or for any failure of any Credit Party or any other party to any Credit Document to perform its obligations hereunder or thereunder or for the satisfaction of any condition set forth in Section 3.1 or elsewhere; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Required Lenders in writing and it receives indemnification satisfactory to it from the Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct, as determined by a final non-appealable order of a court of competent jurisdiction. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent with reasonable care. The Lead Arranger, in its capacity as such, shall have no right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, the Lead Arranger shall not have nor be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the Lead Arranger as it makes with respect to the Administrative Agent in the preceding paragraph.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 11.5 and the first sentence of Section 10.6 11.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby irrevocably designates and appoints NationsBank as the Agent for the Lenders under this Agreement, and each of the Lenders hereby irrevocably authorizes NationsBank as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the each Agent to act as its agent under this Credit Agreement and the other Credit Documents Loan Papers with such powers and discretion as are specifically delegated to the each Agent by the terms of this Credit Agreement and the other Credit DocumentsLoan Papers, together with such other powers as are reasonably incidental thereto. The Each Agent (which term as used in this sentence and in Section 10.5 12.5 and the first sentence of Section 10.6 12.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document Loan Paper or any certificate or other document referred to or provided for in, or received by any of them under, any Credit DocumentLoan Paper, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit DocumentLoan Paper, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Paper; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit DocumentLoan Paper, except for its own gross negligence or willful misconduct. The Each Agent may employ agents and attorneys-attorneys- in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit 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 10.5 SECTION 12.5 and the first sentence of Section 10.6 hereof SECTION 12.6 shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Company or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Company or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Company or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Agent BNY, and BNY hereby agrees, to act as its the administrative agent for such Bank hereunder and under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and of the other Credit 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 10.5 10.05 and the first sentence of Section 10.6 hereof 10.06 shall include reference to its Affiliates affiliates and to its own and its Affiliatesaffiliates' officers, directors, employees, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Credit Agreement and in the other Loan Documents, which duties shall be purely ministerial, and shall not by reason of this Agreement or any other Loan Document be a trustee or other fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement or in any other Loan Document, 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 it under, this Agreement or any Credit other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, this Agreement or any other Loan Document or any certificate or other document referred to or provided for herein or therein or received by any of them under this Agreement or any other Loan Document or for any failure by any Credit Party the Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any Credit other Loan Document; and (ed) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.or

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; and (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-–in-–fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 11.5 and the first sentence of Section 10.6 11.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible to any Lender for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-in- fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby irrevocably designates and appoints NationsBank as the Agent for the Lenders under this Agreement, and each of the Lenders hereby irrevocably authorizes NationsBank as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.. 100 101

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible to any Lender for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby irrevocably designates and appoints Bank of America as the Agent for the Lenders under this Agreement, and each of the Lenders hereby irrevocably authorizes Bank of America as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 11.5 and the first sentence of Section 10.6 hereof 11.6 shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders Lenders, or any of them, for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party the Company or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by the Company or any Credit Party other Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party the Company or any of its Subsidiaries or AffiliatesAffiliates or any other Person; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document except as specifically provided in such Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other 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 10.5 8.05 and the first sentence of Section 10.6 hereof 8.06 shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, employees and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or any other Person or the satisfaction of any condition (including any condition referred to in Article III) or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliatesother Person; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; (e) shall not be responsible for or have any duty to conduct any due diligence with respect to the Borrower, any of its Subsidiaries, the Acquired Business, the Year 2000 Problem or any other matter; and (ef) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its administrative agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other 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 10.5 8.05 and the first sentence of Section 10.6 hereof 8.06 shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (ai) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (bii) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party the Borrower or any other Person to perform any of its obligations thereunder; (ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party the Borrower or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party the Borrower or any of its Subsidiaries or Affiliates; (div) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (ev) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment). The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 7.5 and the first sentence of Section 10.6 7.6 hereof shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 11.05 and the first sentence of Section 10.6 11.06 hereof shall include its Affiliates affiliates and the Agent's and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.. 11.02

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit 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 10.5 9.5 and the first sentence of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be or be deemed to be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Restricted Person or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Restricted Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Restricted Person or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-attorneys- in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any 100 of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 10.05 and the first sentence of Section 10.6 10.06 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.. Notwithstanding any provision of this Agreement to the contrary, so long as NationsBank is the sole Lender, the term "Agent" shall mean NationsBank as Lender. 10.02

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit 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 10.5 14.5 and the first sentence of Section 10.6 14.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): ) (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or their Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other 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 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Required Lenders in writing and it receives indemnification satisfactory to it from the Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 12.5 and the first sentence of Section 10.6 12.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. (a) Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit 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 10.5 9.05 and the first sentence of Section 10.6 9.06 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (ai) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (bii) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party the Borrower or any other Person to perform any of its obligations thereunder; (ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by the Borrower or any Credit Party other Group Member or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party the Borrower or any of its Subsidiaries or Affiliatesother Group Member; (div) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (ev) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.,

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other 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 10.5 8.5 and the first sentence of Section 10.6 hereof 8.6 shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property Property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentDocument unless requested by the Majority Lenders in writing and it receives indemnification satisfactory to it from the Lenders; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it the Administrative Agent with reasonable care.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (ai) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (bii) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (eiv) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Restricted Person or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Restricted Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Restricted Person or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 10.05 and the first sentence of Section 10.6 10.06 hereof shall include its Affiliates affiliates and the Agent's and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Restricted Person or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Restricted Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Restricted Person or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any 91 Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Bank and each Pre-Funding Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental theretoto such delegated powers. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Credit Agreement the Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) Bank. The Agent shall not be responsible to the Lenders Banks (a) for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in the Loan Documents, 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, any Credit Documentthe Loan Documents, or (b) for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, the Loan Documents or any other document referred to or provided for therein in the Loan Documents, (c) for the collectibility of the Loans, (d) for the validity, effectiveness or value of any interest or security covered by the Security Documents, (e) for the value of any Collateral, (f) 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 (g) for any failure by any Credit Party the Borrower or any other Person Loan Party to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify under the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit DocumentLoan Documents, except that the Agent shall undertake to file continuation statements for the Financing Statements filed naming the Agent as secured party. In all its own gross negligence or willful misconduct. The actions and duties, the Agent may employ agents and attorneys-in-fact and shall not be responsible answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them under the Loan Documents or in connection with the Loan Documents except for its or their own gross negligence or willful misconduct.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or AffiliatesPerson; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 9.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or AffiliatesPerson; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. (a) Each Lender Bank hereby irrevocably appoints and authorizes each of the Agent Agents to act as its agent hereunder and (as applicable) under this Credit Agreement and the other Credit Documents to which such Agent is a party with such powers and discretion as are specifically delegated to the such Agent by the terms of this Credit Agreement and (as applicable) the other Credit DocumentsDocuments to which such Agent is a party, together with such other powers as are reasonably incidental thereto. The Each Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof 12.5 shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, representatives and agents): (ai) shall not have any no duties or responsibilities except those expressly set forth in this the Credit Agreement Documents to which such Agent is a party and shall not by reason of this Agreement or any other Credit Document be a trustee or fiduciary for any Lender; Bank, (bii) shall not be responsible to the Lenders any Bank for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in any Credit Document, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Credit Document, Document or any other document referred to or provided for therein herein or for any failure by any Credit Party or any other Person Obligor to perform any of its obligations hereunder or thereunder; , Gerdau Export and Working Capital Agreement (ciii) shall not be responsible for or have any duty except as expressly provided in the Credit Documents to ascertainwhich such Agent is a party, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; , and (eiv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document referred to or provided for herein or in connection with any Credit Documentherewith, except for its own gross negligence or willful misconduct. The Agent may employ agents Gerdau Export and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.Working Capital Agreement

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 9.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender further authorizes and directs the Administrative Agent to execute and deliver releases (or similar agreements) to give effect to the provisions of this Agreement and the other Credit Documents, including specifically the provisions of Section 8.5 hereof. The Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (ai) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (bii) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made by a member of the Consolidated Group or other Lender 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (div) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document, except as expressly provided under the Credit Documents; and (ev) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes (i) the Administrative Agent to act as its Administrative Agent under this Credit Agreement and the other Credit Documents and (ii) the Project Administrative Agent to act as its project administrative agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Administrative Agent and the Project Administrative Agent respectively by the terms of this Credit Agreement and the other 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 10.5 9.5 and the first sentence of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): Administrative Agents) and the Project Administrative Agent: (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.property

Appointment, Powers and Immunities. Each Lender hereby irrevocably ---------------------------------- appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 11.05 and the first sentence of Section 10.6 11.06 hereof shall include its Affiliates affiliates and the Agent's and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-in- fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement hereof and the other Credit Documentsthereof, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): Administrative Agent: (a) shall not have any no duties or responsibilities except those as expressly set forth in this Credit Agreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement or any other Loan Document, 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 Bank under, this Agreement or any Credit other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of this Agreement or any Credit Document, other Loan Document or any other document referred to or provided for herein or therein or for any failure by any Credit Party or any other Person the Borrower to perform any of its obligations hereunder or thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any Credit Document; other Loan Document except to the extent requested by the Required Banks, and then only on terms and conditions satisfactory to the Administrative Agent, and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.other document or

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement or in any other Loan Document and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Related Person or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Related Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Related Person or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or AffiliatesPerson; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Co-Arrangers and Syndication Agents shall have no responsibilities under this Agreement other than as a Lender.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' ’ officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby irrevocably designates and appoints NationsBank as the Agent for the Lenders under this Agreement, and each of the Lenders hereby irrevocably authorizes NationsBank as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, respon sibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, 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, any Credit Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Document, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.willful

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 12.5 hereof and the first sentence of Section 10.6 12.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Each Lender hereby irrevocably designates and appoints NationsBank as the Agent for the Lenders under this Agreement, and each of the Lenders hereby irrevocably authorizes NationsBank as the Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are expressly delegated to the Agent by the terms of this Agreement and such other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent Bank of America to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit 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 10.5 and the first sentence of Section 10.6 hereof 12.5 shall include its Affiliates (including Banc of America Securities LLC) and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement the Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent Bank of America to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Credit Agreement and the other Credit 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 10.5 and the first sentence of Section 10.6 hereof 13.5 shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement the Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 9.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Related Person or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Related Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Related Person or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 hereof 9.6 shall include its Affiliates and its own and its Affiliates' officers, directors, employees, agents, and agentsadvisors): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; , (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Loan Party or any other Person to perform any of its obligations thereunder; , (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Loan Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Loan Party or any of its Subsidiaries or Affiliates; , (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Document; Loan Document except pursuant to the request of the Required Lenders (but subject to Sections 9.2 and 9.3), and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Issuing Lender shall act on behalf of the Lenders with respect to Letters of Credit issued under this Agreement and the documents associated therewith. It is understood and agreed that the Issuing Lender (x) shall have all of the benefits and immunities (i) provided to the Agent in this Section 9 with respect to acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued under this Agreement and the documents associated therewith as fully as if the term "Agent" as used in this Section 9 included the Issuing Lender with respect to such acts or omissions and (ii) as provided elsewhere in this Agreement and (y) shall have all of the benefits of the provisions of Section 9.5 as fully as if the term "Agent" as used in Section 9.5 included the Issuing Lender.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the US Agent to act as its agent under this Credit Agreement and the other Credit US Loan Documents with such powers and discretion as are specifically delegated to the US Agent by the terms of this Credit Agreement and the other Credit US Loan Documents, together with such other powers as are reasonably incidental thereto. The US Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Restricted Person or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Restricted Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Restricted Person or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The US Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the each Agent to act as its agent under this Credit Agreement and the other Credit Documents Loan Papers with such powers and discretion as are specifically delegated to the each such Agent by the terms of this Credit Agreement and the other Credit DocumentsLoan Papers, together with such other powers as are reasonably incidental thereto. The No Agent (which term as used in this sentence and in Section 10.5 14.5 and the first sentence of Section 10.6 14.6 hereof shall include its their Affiliates and its their own and its their Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and the other Loan Papers and no Agent shall not be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to the Lenders Banks for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Document Loan Paper or any certificate or other document referred to or provided for in, or received by any of them under, any Credit DocumentLoan Paper, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit DocumentLoan Paper, or any other document referred to or provided for therein or for any failure by any Credit Party or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party or any of its their Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit DocumentLoan Paper; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit DocumentLoan Paper, except for its own gross negligence or willful misconduct. The Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it any such Agent with reasonable care. Each Bank hereby authorizes Administrative Agent to execute an Intercreditor Agreement with TCW Agent and Mariner. Banks identified as either the Syndication Agent or the Documentation Agent under this Agreement shall not have any right, power, obligation, liability, responsibility or duty under this Agreement in such capacity. Each Bank acknowledges that it has not relied, and will not rely, on any Bank identified as either the Syndication Agent or the Documentation Agent in deciding to enter into this Agreement or in taking or not taking action hereunder.

Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Agent to act as its agent under this Credit Agreement and the other Credit Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Credit Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 10.5 9.5 and the first sentence of Section 10.6 9.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Credit Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Credit Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Credit Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Credit Loan Document, or any other document referred to or provided for therein or for any failure by any Credit Party Related Person or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Credit Party Related Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Credit Party Related Person or any of its Subsidiaries or Affiliatesaffiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings under any Credit Loan Document; and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Credit Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.