Common use of Appointment, Powers and Immunities Clause in Contracts

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agents by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Administrative Agent (which term as used in this sentence and in Section 19.5 and the first sentence of Section 19.6 shall include its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and shall not be a trustee or fiduciary for any Lender; (b) shall not be responsible to Lenders for any recital, statement, representation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Loan Document, or any other document referred to or provided for therein or for any failure by any Covered 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 Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document (other than normal collection procedures from the Lockboxes); and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Loan Document, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Revolving Lender, each Term Lender, the Revolving Administrative Agent, the Term Loan Administrative Agent, each Financing Agent hereunder and under each and, by acceptance of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agents by the terms benefits of this Agreement and the other Loan Security Documents, each Designated Indebtedness Holder hereby irrevocably appoints and authorizes ING to act as its agent hereunder with such powers as are specifically delegated to the Collateral Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Each Administrative The Collateral Agent (which term as used in this sentence and in Section 19.5 9.06 and the first sentence of Section 19.6 9.07 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, or a fiduciary for with respect to, any Revolving Lender; , Term Lender or Designated Indebtedness Holder; (b) shall not be responsible to Lenders the Revolving Lenders, the Term Lenders, the Revolving Administrative Agent, the Term Loan Administrative Agent, the Financing Agents or the Designated Indebtedness Holders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement or in any notice delivered hereunder, or warranty (whether written or oral) made in or in connection with any Loan Document or any other certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Obligors or any other Person to perform any of its obligations thereunder; hereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 9.07, for any Loan Document such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (other than normal collection procedures from the Lockboxes); and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Revolving Lender, the Revolving Administrative Agent, each Financing Agent hereunder and under each and, by acceptance of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agents by the terms benefits of this Agreement and the other Loan Security Documents, each Designated Indebtedness Holder, hereby irrevocably appoints ING as its agent hereunder and authorizes ING to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of this Agreement, together with such other actions and powers as are reasonably incidental thereto. Each Administrative Without limiting the generality of the foregoing, it is understood that such powers authorize the Collateral Agent to enter into the agreements and the other documents contemplated by Section 5.08 of the Revolving Credit Agreement on behalf of itself and the other Secured Parties hereunder. The Collateral Agent (which term as used in this sentence and in Section 19.5 9.06 and the first sentence of Section 19.6 9.07 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities obligations except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, a fiduciary with respect to or fiduciary for subject to any other implied duties with respect to, the Revolving Administrative Agent, any Revolving Lender; , any Financing Agent or any Designated Indebtedness Holder regardless of whether a Default or Trigger Event has occurred and is continuing; (b) shall not be responsible to Lenders the Revolving Lenders, the Revolving Administrative Agent, the Financing Agents or the Designated Indebtedness Holders for or have any recitalduty to ascertain or inquire into any recitals, statementstatements, representation, representations or warranty (whether written or oral) made warranties contained in or made in connection with this Agreement or in any Loan Document notice delivered hereunder, or in any certificate other certificate, report or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other agreement, instrument or document referred to or provided for herein or therein or for any failure by any Covered Person the Obligors or any other Person to perform or observe any of its obligations thereunder; hereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 9.07, for any Loan Document such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (other than normal collection procedures from the Lockboxes); and (ed) shall not be responsible for any action taken or omitted to be not taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents misconduct as determined by a court of competent jurisdiction by final 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 carenonappealable judgment.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Administrative (a) The Collateral Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to shall act as its agent under this Agreement and for the other Loan Documents Company hereunder with such powers and discretion as are specifically delegated to Administrative Agents vested in the Collateral Agent by the terms of this Agreement and the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each Administrative of the Collateral Agent, the Custodial Agent (which term as used in this sentence and in Section 19.5 and the first sentence of Section 19.6 shall include its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, and agents): Securities Intermediary: (ai) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and no implied covenants or obligations shall not be a trustee or fiduciary for inferred from this Agreement against any Lender; of them, nor shall any of them be bound by the provisions of any agreement by any party hereto beyond the specific terms hereof; (bii) shall not be responsible to Lenders for any recital, statement, representationrecitals contained in this Agreement, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, the Units or the Purchase Contract Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Documentthis Agreement (other than as against the Collateral Agent), the Units or the Purchase Contract Agreement or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Company or any other Person (except the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be) to perform any of its obligations thereunder; (c) shall not be responsible hereunder or thereunder or for the perfection, priority or, except as expressly required hereby, existence, validity, perfection or have any duty to ascertain, inquire into, or verify the performance or observance maintenance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property security interest created hereunder; (including the books and recordsiii) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings hereunder (except in the case of the Collateral Agent, pursuant to directions furnished under any Loan Document Section 8.2, subject to Section 8.6); (other than normal collection procedures from the Lockboxes); and (eiv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence negligence, bad faith or willful misconduct; and (v) shall not be required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, the Units or other property deposited hereunder. Each Administrative Subject to the foregoing, during the term of this Agreement, the Collateral Agent may employ agents shall take all reasonable action in connection with the safekeeping and attorneyspreservation of the Collateral hereunder. (b) No provision of this Agreement shall require the Collateral Agent, the Custodial Agent or the Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. In no event shall the Collateral Agent, the Custodial Agent or the Securities Intermediary be liable for any amount in excess of the value of the Collateral or for any special, indirect, individual, consequential damages or lost profits or loss of business, arising in connection with this Agreement. Notwithstanding the foregoing, the Collateral Agent, the Custodial Agent, the Purchase Contract Agent and Securities Intermediary, each in its individual capacity, hereby waive any right of setoff, bankers lien, liens or perfection rights as securities intermediary or any counterclaim with respect to any of the Collateral. (c) The Collateral Agent, Custodial Agent and Securities Intermediary shall have no liability whatsoever for the action or inaction of any Clearing Agency or any book-inentry system thereof. In no event shall any Clearing Agency or any book-fact entry system thereof be deemed an agent or subcustodian of the Collateral Agent, Custodial Agent and Securities Intermediary. The Collateral Agent, Custodial Agent and Securities Intermediary shall not be responsible or liable for any failure or delay in the negligence performance of its obligations under this Agreement arising out of or misconduct caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of any such agents God; earthquakes; fires; floods; wars; civil or attorneys-in-fact selected by it with reasonable caremilitary disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation.

Appointment, Powers and Immunities. Each of WFF Revolving Lender and CPC is hereby appointed as the Revolving Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, Capital One to act as its agent under this Agreement and the other Loan Documents hereunder with such powers and discretion as are specifically delegated to Administrative Agents the Collateral Agent by the terms of this Agreement and the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each Administrative The Collateral Agent (which term as used in this sentence and in Section 19.5 9.06 and the first sentence of Section 19.6 9.07 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, or a fiduciary for with respect to, any Revolving Lender; ; (b) shall not be responsible to the Revolving Lenders or the Revolving Administrative Agent for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement or in any notice delivered hereunder, or warranty (whether written or oral) made in or in connection with any Loan Document or any other certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Obligors or any other Person to perform any of its obligations thereunder; hereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 9.07, for any Loan Document such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (other than normal collection procedures from the Lockboxes); and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents misconduct as determined by a court of competent jurisdiction by final 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 carenonappealable judgment.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Administrative Agent hereunder and under each of the other Loan Documents. Each Lender Bank hereby irrevocably appoints and authorizes each the Administrative Agent jointly and severally, to act as its arranger and administrative agent hereunder and under this Agreement the Letters of Credit and the other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agents Agent by the terms of this Agreement hereof and the other Loan Documentsthereof, together with such other powers as are reasonably incidental thereto. Each Administrative Bank hereby irrevocably appoints and authorizes the Paying Agent to act as co-agent and paying agent hereunder and under the Bankers' Acceptances, the Letters of Credit and the other Loan Documents with such powers as are specifically delegated to the Paying Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. Each Bank hereby irrevocably appoints and authorizes the Co-Agent to act as co-agent hereunder and under the Letters of Credit and the other Loan Documents with such powers as are specifically delegated to the Co-Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. None of the Agents (which term as used in this sentence and in Section 19.5 and the first sentence of Section 19.6 12 shall include its Affiliates reference to their affiliates and its their own and its Affiliates’ their affiliates' officers, directors, employees, representatives, employees and agents): ) (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Bankers' Acceptances, the Letters of Credit, and the other Loan Documents, or shall by reason of this Agreement and shall not or any other Loan Document be a trustee or fiduciary for any LenderBank; (b) shall not be responsible to Lenders any Bank for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement, the Bankers' Acceptances, the Letters of Credit or any other Loan Document, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, the Bankers' Acceptances, the Letters of Credit or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of this Agreement, the Bankers' Acceptances, the Letters of Credit, or any other Loan Document, Document or any other document referred to or provided for herein or therein or any property covered thereby or for any failure by any Covered Person Relevant Party or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under the Bankers' Acceptances, the Letters of Credit or any other Loan Document (other than normal collection procedures from except to the Lockboxes); extent requested by the Majority Banks, and (ed) shall not be responsible for any action taken or omitted to be taken by it them hereunder or under the Bankers' Acceptances, the Letters of Credit or any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, including, without limitation, pursuant to their own negligence, except for its their own gross negligence or willful wilful misconduct. Each Administrative Agent The Agents may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it them with reasonable care. Without in any way limiting any of the foregoing, each Bank acknowledges that neither any Agent nor any Issuer shall have any greater responsibility in the operation of the Letters of Credit than is specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision, International Chamber of Commerce Publication No. 500). In any foreclosure proceeding concerning any collateral for the Obligations, each holder of an Obligation if bidding for its own account or for its own account and the accounts of other Banks is prohibited from including in the amount of its bid an amount to be applied as a credit against its Obligation or Obligations or the Obligations of the other Banks; instead, such holder must bid in cash only; provided that this provision is for the sole benefit of the Agents and the Banks and shall not inure to the benefit of the Parent or any of its Subsidiaries. However, in any such foreclosure proceeding, the Administrative Agent may (but shall not be obligated to) submit a bid for all Banks (including itself) in the form of a credit against the Notes of all of the Banks, and the Administrative Agent or its designee may (but shall not be obligated to) accept title to such collateral for and on behalf of all Banks.

Appointment, Powers and Immunities. (a) Each of WFF Secured Party has appointed and CPC is hereby authorized (or will be deemed to have appointed as Administrative and authorized) the Collateral Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to act as its agent hereunder and under this the Account Control Agreement and with respect to the other Loan Documents Collection Account with such powers and discretion as are specifically delegated to Administrative Agents it by the terms of this Agreement and the other Loan Documentshereof, together with such other powers as are reasonably incidental thereto. Each Administrative In addition to the rights, benefits, protections and immunities provided to the Collateral Agent in the Term Loan Agreement, the Collateral Agent (which term as used in this sentence sentence, in Section 5.5 and in Section 19.5 and the first sentence of Section 19.6 5.6 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, representatives and agents): ): (ai) shall not have any no duties or responsibilities except those expressly set forth herein, in this the Account Control Agreement and in the other agreements to which it is a party and shall not by reason of any such agreement be a trustee or fiduciary for any Lender; Secured Party, (bii) shall not be responsible to Lenders the Secured Parties for any recitalrecitals, statementstatements, representationrepresentations or warranties contained herein, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for inherein, or received by any of them under, any Loan Documenthereunder, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, the Collateral or any other document referred to or provided for therein herein or for any failure by any Covered Person Grantor or any other Person to perform any of its obligations hereunder or 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 Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document proceedings, and (other than normal collection procedures from the Lockboxes); 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 Loan Documentherewith, except for its own gross negligence or willful misconduct. Each Administrative . (b) The Collateral Agent may employ agents and agents, attorneys-in-fact fact, accountants, appraisers or other experts or advisers and shall not be responsible for the negligence or misconduct of or for the supervision of any such agents or attorneys-in-fact Persons that are selected by it in good faith. (c) Before the Collateral Agent acts or refrains from acting, it may require a certificate from any Person and/or an opinion of counsel satisfactory to the Collateral Agent with respect to the proposed action or inaction. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance upon such certificate or opinion. Whenever in the administration of the Collateral, the Collateral Agent shall deem it necessary or desirable that a matter be provided or established before taking or suffering or omitting to take any act with respect to the Collateral, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Collateral Agent, be deemed to be conclusively proved and established by an officers’ certificate delivered to the Collateral Agent, and such certificate, in the absence of gross negligence or bad faith on the part of the Collateral Agent, may be relied upon by the Collateral Agent for any action taken, suffered or omitted to be taken by it in reliance thereon. (d) Any Person: (i) into which the Collateral Agent may be merged or consolidated or (ii) that may result from any merger, conversion or consolidation to which the Collateral Agent shall be a party shall (if the Collateral Agent is not the surviving entity) be the successor of the Collateral Agent without the execution or filing of any document or any further act on the part of any of the parties hereto or any Secured Party. (e) The Collateral Agent shall be deemed to have exercised reasonable carecare in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Administrative Agent hereunder and under each of the other Loan Documents. Each Lender Bank hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, Rabobank to act as agent on its agent behalf, and on behalf of each of its Affiliates who are owed Obligations (each such Affiliate by acceptance of the benefits of the Basic Documents hereby ratifying such appointment), hereunder and under this Agreement and the other Loan Basic Documents with such powers and discretion as are specifically delegated to Administrative Agents the Agent by the terms of this Agreement and of the other Loan Basic Documents, together with such other powers as are reasonably incidental thereto. Each Administrative The Agent (which term as used in this sentence and in Section 19.5 10.05 and the first sentence of Section 19.6 10.06 hereof shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, employees and agents): (a) shall not have any has no duties or responsibilities except those expressly set forth in this Agreement and in the other Basic Documents, and shall not by reason of this Agreement or any other Basic Document be a trustee or fiduciary for any LenderSecured Party; (b) shall not be responsible to Lenders any Secured Party for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement or in any other Basic Document, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any Loan other Basic Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of this Agreement or any Loan Document, other Basic Document or any other document referred to or provided for herein or therein or for any failure by any Covered Person Obligor 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 Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any Loan Document other Basic Document, unless so directed by the Required Banks; (other than normal collection procedures from d) shall not be required to act as collateral agent hereunder or otherwise be responsible for any collateral security granted in connection herewith except with respect to any collateral that cannot be perfected by filing Uniform Commercial Code financing statements and is required to be delivered to the Lockboxes)Agent under the Basic Documents; and (e) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the Banks named in the Register as the “Banks” hereunder for all purposes hereof unless and until a notice of the assignment or transfer thereof has been filed with reasonable carethe Agent.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severallyThe CIT Group/Equipment Financing, Inc., to act as its agent Collateral Agent and KeyBank N.A. to act as its Administrative Agent hereunder and under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to Administrative the Agents by the terms of this Agreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Administrative Agent (which term as used in this sentence and in Section 19.5 9.05 and the first sentence of Section 19.6 9.06 hereof shall include its reference to the Affiliates and its own each Agent and its each Agent’s Affiliates’ officers, directors, employees, representatives, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Lender; (b) shall not be responsible to Lenders 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 Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of this Agreement, any loan certificate or any other Loan Document, Document or any other document referred to or provided for herein or therein or for any failure by any Covered Person Borrower 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 Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document (other than normal collection procedures from the Lockboxes)Document; 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 under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carein good faith.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Revolving Lender, the Revolving Administrative Agent, each Financing Agent hereunder and under each and, by acceptance of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agents by the terms benefits of this Agreement and the other Loan Security Documents, each Designated Indebtedness Holder hereby irrevocably appoints and authorizes ING to act as its agent hereunder with such powers as are specifically delegated to the Collateral Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Each Administrative The Collateral Agent (which term as used in this sentence and in Section 19.5 9.06 and the first sentence of Section 19.6 9.07 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, or a fiduciary for with respect to, any Revolving Lender; , Financing Agent or any Designated Indebtedness Holder; (b) shall not be responsible to Lenders the Revolving Lenders, the Revolving Administrative Agent, the Financing Agents or the Designated Indebtedness Holders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement or in any notice delivered hereunder, or warranty (whether written or oral) made in or in connection with any Loan Document or any other certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Obligors or any other Person to perform any of its obligations thereunder; hereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 9.07, for any Loan Document such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (other than normal collection procedures from the Lockboxes); and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents misconduct as determined by a court of competent jurisdiction by final 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 carenonappealable judgment.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Administrative The Collateral Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to shall act as its agent under this Agreement and for the other Loan Documents Company hereunder with such powers and discretion as are specifically delegated to Administrative Agents vested in the Collateral Agent by the terms of this Agreement and the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each Administrative The Collateral Agent shall: (which term as used in this sentence and in Section 19.5 and the first sentence of Section 19.6 shall include its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, and agents): (a1) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and no implied covenants or obligations shall not be a trustee or fiduciary for inferred from this Agreement against the Collateral Agent, nor shall the Collateral Agent be bound by the provisions of any Lender; agreement by any party hereto beyond the specific terms hereof; (b2) shall not be responsible to Lenders for any recital, statement, representationrecitals contained in this Agreement, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, the Securities or the Purchase Contract Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Documentthis Agreement (other than as against the Collateral Agent), the Securities or the Purchase Contract Agreement or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Company or any other Person (except the Collateral Agent) to perform any of its obligations thereunder; (c) shall not be responsible hereunder or thereunder or for or have any duty to ascertainthe perfection, inquire intopriority or, or verify the performance or observance except as expressly required hereby, maintenance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property security interest created hereunder; (including the books and records3) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings hereunder (except pursuant to directions furnished under any Loan Document Section 9.2 hereof, subject to Section 9.6 hereof); (other than normal collection procedures from the Lockboxes); and (e4) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.; and

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Revolving Lender, the Revolving Administrative Agent, each Financing Agent hereunder and under each and, by acceptance of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agents by the terms benefits of this Agreement and the other Loan Security Documents, each Designated Indebtedness Holder hereby irrevocably appoints and authorizes ING to act as its agent hereunder with such powers as are specifically delegated to the Collateral Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Each Administrative The Collateral Agent (which term as used in this sentence and in Section 19.5 9.06 and the first sentence of Section 19.6 9.07 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, or a fiduciary for with respect to, any Lender; Revolving Lender or Designated Indebtedness Holder; (b) shall not be responsible to Lenders the Revolving Lenders, the Revolving Administrative Agent, the Financing Agents or the Designated Indebtedness Holders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement or in any notice delivered hereunder, or warranty (whether written or oral) made in or in connection with any Loan Document or any other certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Obligors or any other Person to perform any of its obligations thereunder; hereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 9.07, for any Loan Document such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (other than normal collection procedures from the Lockboxes); and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each of WFF and CPC ING is hereby confirmed and reaffirmed as having been irrevocably appointed to act as Administrative Agent the collateral agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with by each Revolving Lender and the Revolving Administrative Agent and in such capacity has been and is authorized to take such actions on its behalf and to exercise such powers and discretion as are specifically delegated to Administrative Agents the Collateral Agent by the terms of this Agreement and the other Loan DocumentsAgreement, together with such other actions and powers as are reasonably incidental thereto. Each Administrative The provisions of this Article IX (other than the Borrower’s right to consent to the appointment of a successor Collateral Agent in accordance with Section 9.08) are solely for the benefit of the Collateral Agent and the Secured Parties, and no Obligor shall have rights as a third party beneficiary of any of such provisions. Without limiting the generality of the foregoing, it is understood that such powers authorize the Collateral Agent to enter into the agreements and the other documents contemplated by Section 5.08 of the Revolving Credit Agreement on behalf of itself and the other Secured Parties hereunder. The Collateral Agent (which term as used in this sentence and in Section 19.5 9.06 and the first sentence of Section 19.6 9.07 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities obligations except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, a fiduciary with respect to or fiduciary for subject to any Lender; other implied duties with respect to, the Revolving Administrative Agent or any Revolving Lender regardless of whether a Default has occurred and is continuing; (b) shall have no duty to take any discretionary action or exercise any discretionary powers; (c) shall not be responsible to the Revolving Lenders or the Revolving Administrative Agent for or have any recitalduty to ascertain or inquire into any recitals, statementstatements, representation, representations or warranty (whether written or oral) made warranties contained in or made in connection with this Agreement or any Loan other Debt Document or in any certificate notice delivered hereunder, or in any other certificate, report or other document referred to or provided for in, or received by any of them it under, this Agreement or any Loan other Debt Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other agreement, instrument or document referred to or provided for therein herein or therein, or for the creation, perfection or priority of any Lien purported to be created by this Agreement or any other Loan Document or the value or the sufficiency 00000000.0.XXXXXXXX of any Collateral, or for any failure by any Covered Person the Obligors or any other Person to perform or observe any of its obligations thereunder; hereunder; (cd) except as expressly set forth herein and in the other Loan Documents, shall not be responsible for or have any no duty to ascertain, inquire into, disclose any information relating to any company that is communicated to or verify obtained by the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person serving as Collateral Agent or any of its Subsidiaries or Affiliates; Affiliates in any capacity; (de) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 9.07, for any Loan Document such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (other than normal collection procedures from the Lockboxes); and (ef) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents misconduct as determined by a court of competent jurisdiction by final 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 carenonappealable judgment.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severallyCitigroup North America, Inc. to act as its administrative agent under this Agreement and the other Loan Documents collateral agent hereunder with such powers and discretion as are specifically delegated to the Administrative Agents Agent by the terms of this Agreement and the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver each of the Collateral Documents. The Administrative Agent (which term as used in this sentence and in Section 19.5 8.5 hereof and the first sentence of Section 19.6 8.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or the other Loan Documents be a trustee or fiduciary for any Lender; party hereto; (b) shall not be responsible to the Lenders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, Document or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Borrower 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 Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder (and shall not commence an action or proceeding on behalf of any Loan Document (other than normal collection procedures from Lender without obtaining the Lockboxesconsent of such Lender thereto); and and (ed) shall not be responsible for any computation made in good faith under Section 6.4 hereof or for any other action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct (except for the gross negligence or willful misconduct) of or for the supervision of any such agents or attorneys-in-fact selected by it with reasonable carein good faith.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative the Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agents the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Administrative The Agent (which term as used in this sentence and in Section 19.5 10.5 and the first sentence of Section 19.6 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees, representatives, and agents): ): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and shall not be a trustee or fiduciary for any Lender; Lender (it being understood, without limiting the generality of the foregoing, that the use of the term "agent" herein and in the other Loan Documents 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, and instead such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties); (b) 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 Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Loan Document, or any other document referred to or provided for therein or for any failure by the Guarantor, any Covered Person 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 the Guarantor or any Covered Person Borrower or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person the Guarantor or any of its Subsidiaries or Affiliates; affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document (other than normal collection procedures from the Lockboxes); and Document; (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Loan Document, except for its own gross negligence or willful misconduct; and (f) shall not be obligated to carry out any "know your customer" or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent. Each Administrative 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 that it with reasonable careselects in the absence of gross negligence or willful misconduct.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Lender, the Administrative Agent, each Financing Agent hereunder and under each and, by acceptance of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agents by the terms benefits of this Agreement and the other Loan Security Documents, each Designated Indebtedness Holder hereby irrevocably appoints and authorizes JPMCB to act as its agent hereunder with such powers as are specifically delegated to the Collateral Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Each Administrative Without limiting the generality of the foregoing, it is understood that such powers authorize the Collateral Agent to enter into the agreements and other documents contemplated by Section 5.08(c) of the Credit Agreement on behalf of itself and the other Secured Parties hereunder. The Collateral Agent (which term as used in this sentence and in Section 19.5 9.06 and the first sentence of Section 19.6 9.07 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, or a fiduciary for with respect to, any Lender; Lender or Designated Indebtedness Holder; (b) shall not be responsible to Lenders the Lenders, the Administrative Agent, the Financing Agents or the Designated Indebtedness Holders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement or in any notice delivered hereunder, or warranty (whether written or oral) made in or in connection with any Loan Document or any other certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Obligors or any other Person to perform any of its obligations thereunder; hereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 9.07, for any Loan Document such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (other than normal collection procedures from the Lockboxes); and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each of WFF Bank and CPC is hereby appointed as Administrative Agent hereunder and under each of the other Loan Documents. Each Pre-Funding Lender hereby irrevocably appoints and authorizes each Administrative the Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agents the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental theretoto such delegated powers. Each Administrative The Agent (which term as used in this sentence and in Section 19.5 and the first sentence of Section 19.6 shall include 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 Agreement the Loan Documents and shall not be a trustee or fiduciary for any Lender; (b) Bank. The Agent shall not be responsible to Lenders the 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 Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any the Loan DocumentDocuments, or (b) for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any the Loan Document, 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 Covered Person 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 Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document (other than normal collection procedures from the Lockboxes); and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Loan DocumentDocuments, 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. Each Administrative 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 of WFF and CPC is the Lenders hereby appointed as Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severallyCiticorp North America, Inc., to act as its administrative agent under this Agreement and the other Loan Documents collateral agent hereunder with such powers and discretion as are specifically delegated to the Administrative Agents Agent by the terms of this Agreement and the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each Without limiting the foregoing, each of the Lenders hereby authorizes the Administrative Agent to execute and deliver each of the Collateral Documents. The Administrative Agent (which term as used in this sentence and in Section 19.5 8.5 hereof and the first sentence of Section 19.6 8.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and the other Loan Documents, and shall not by reason of this Agreement or the other Loan Documents be a trustee or fiduciary for any Lender; party hereto; (b) shall not be responsible to the Lenders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, Document or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Borrower 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 Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder (and shall not commence an action or proceeding on behalf of any Loan Document Lender without obtaining the consent of such Lender thereto); (other than normal collection procedures from the Lockboxes); and (ed) shall not be responsible for any computation made in good faith under Section 6.3 hereof or for any other action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct; and (e) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Requirement of Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law. Each The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct (except for the gross negligence or willful misconduct) of or for the supervision of any such agents or attorneys-in-fact selected by it with reasonable carein good faith.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Revolving Lender, the Term Loan Lender, the Revolving Administrative Agent, each Financing Agent hereunder and under each and, by acceptance of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agents by the terms benefits of this Agreement and the other Loan Security Documents, each Designated Indebtedness Holder hereby irrevocably appoints and authorizes ING to act as its agent hereunder with such powers as are specifically delegated to the Collateral Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Each Administrative The Collateral Agent (which term as used in this sentence and in Section 19.5 9.06 and the first sentence of Section 19.6 9.07 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, or a fiduciary for with respect to, any Revolving Lender; , the Term Loan Lender or any Designated Indebtedness Holder; (b) shall not be responsible to Lenders the Revolving Lenders, the Term Loan Lender, the Revolving Administrative Agent, the Financing Agents or the Designated Indebtedness Holders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement or in any notice delivered hereunder, or warranty (whether written or oral) made in or in connection with any Loan Document or any other certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Obligors or any other Person to perform any of its obligations thereunder; hereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 9.07, for any Loan Document such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (other than normal collection procedures from the Lockboxes); and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents misconduct as determined by a court of competent jurisdiction by final 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 carenonappealable judgment.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Revolving Lender, the Revolving Administrative Agent, each Financing Agent hereunder and under each and, by acceptance of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agents by the terms benefits of this Agreement and the other Loan Security Documents, each Designated Indebtedness Holder hereby irrevocably appoints and authorizes ING to act as the collateral agent hereunder and authorizes ING to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of this Agreement, together with such other actions and powers as are reasonably incidental thereto. Each Administrative Without limiting the generality of the foregoing, it is understood that such powers authorize the Collateral Agent to enter into the agreements and the other documents contemplated by Section 5.08(c) of the Revolving Credit Agreement on behalf of itself and the other Secured Parties hereunder. The Collateral Agent (which term as used in this sentence and in Section 19.5 9.06 and the first sentence of Section 19.6 9.07 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, employees and agents): (a) shall not have any no duties or responsibilities obligations except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, a fiduciary with respect to or fiduciary for subject to any other implied duties with respect to, the Revolving Administrative Agent, any Revolving Lender, any Financing Agent or any Designated Indebtedness Holder regardless of whether a Default or Trigger Event has occurred and is continuing; (b) shall not be responsible to Lenders the Revolving Lenders, the Revolving Administrative Agent, the Financing Agents or the Designated Indebtedness Holders for or have any recitalduty to ascertain or inquire into any recitals, statementstatements, representation, representations or warranty (whether written or oral) made warranties contained in or made in connection with this Agreement or in any Loan Document notice delivered hereunder, or in any certificate other certificate, report or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other agreement, instrument or document referred to or provided for herein or therein or for any failure by any Covered Person the Obligors or any other Person to perform or observe any of its obligations thereunderhereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document (other than normal collection procedures from the Lockboxes); and (e) shall not be responsible hereunder except, subject to Section 9.07, for any action taken or omitted to be taken by it under or in connection with any Loan Document, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care522144.000028 21651939.2 00000000.0.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Revolving Lender, the Revolving Administrative Agent, each Financing Agent hereunder and under each and, by acceptance of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agents by the terms benefits of this Agreement and the other Loan Security Documents, each Designated Indebtedness Holder hereby irrevocably appoints and authorizes ING to act as the collateral agent hereunder and authorizes ING to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of this Agreement, together with such other actions and powers as are reasonably incidental thereto. Each Administrative Without limiting the generality of the foregoing, it is understood that such powers authorize the Collateral Agent to enter into the agreements and the other documents contemplated by Section 5.08 of the Revolving Credit Agreement on behalf of itself and the other Secured Parties hereunder. The Collateral Agent (which term as used in this sentence and in Section 19.5 9.06 and the first sentence of Section 19.6 9.07 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, or a fiduciary for with respect to or subject to any other implied duties with respect to, the Revolving Administrative Agent, any Revolving Lender; , any Financing Agent or any Designated Indebtedness Holder regardless of whether a Default or Trigger Event has occurred and is continuing; (b) shall not be responsible to Lenders the Revolving Lenders, the Revolving Administrative Agent, the Financing Agents or the Designated Indebtedness Holders for or have any recitalduty to ascertain or inquire into any recitals, statementstatements, representationrepresentations or warranties contained in this Agreement or in any notice delivered hereunder, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate other certificate, report or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other agreement, instrument or document referred to or provided for herein or therein or for any failure by any Covered Person the Obligors or any other Person to perform or observe any of its obligations thereunder; hereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 9.07, for any Loan Document such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (other than normal collection procedures from the Lockboxes); and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents misconduct as determined by a court of competent jurisdiction by final 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 carenonappealable judgment.

Appointment, Powers and Immunities. Each of WFF Lender, the Revolving Loan Lender, and CPC is hereby appointed as Administrative Agent hereunder and under each of the other Loan Documents. Each Lender Deposit Bank hereby irrevocably appoints and authorizes each the Administrative Agent jointly and severally, to act as its agent hereunder and under this Agreement and the other Loan Documents Security Instruments with such powers and discretion as are specifically delegated to the Administrative Agents Agent by the terms of this Agreement and the other Loan DocumentsSecurity Instruments, together with such other powers as are reasonably incidental thereto. Each The Administrative Agent (which term as used in this sentence and in Section 19.5 11.05 and the first sentence of Section 19.6 11.06 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, representativesattorneys, accountants, experts and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and the other Credit Documents, and shall not by reason of this Agreement and the other Credit Documents be a trustee or fiduciary for any Lender, the Revolving Loan Lender, or the Deposit Bank; (b) makes no representation or warranty to any Lender, the Revolving Loan Lender, or the Deposit Bank and shall not be responsible to Lenders the Lenders, the Revolving Loan Lender, or the Deposit Bank for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceabilityexecution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Loan Document, Note or any other document referred to or provided for therein herein or for any failure by any Covered Person the Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations thereunderhereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (c) shall not be responsible for or have any duty except pursuant to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document (other than normal collection procedures from the Lockboxes)hereunder; and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection with any Loan Documentherewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. Each The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with reasonable carethe advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of this Agreement and the other Credit Documents.

Appointment, Powers and Immunities. Each of WFF Revolving Lender and CPC is hereby appointed as the Revolving Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, Barclays to act as its agent under this Agreement and the other Loan Documents hereunder with such powers and discretion as are specifically delegated to Administrative Agents the Collateral Agent by the terms of this Agreement and the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each Administrative The provisions of this Article VIII (other than the Borrower’s right to consent to the appointment of a successor Collateral Agent in accordance with Section 8.08) are solely for the benefit of the Collateral Agent and the Secured Parties, and no Obligor shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein (or any other similar term) with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. The Collateral Agent (which term as used in this sentence and in Section 19.5 8.06 and the first sentence of Section 19.6 8.07 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, or a fiduciary for with respect to, any Revolving Lender; ; (b) shall not be responsible to the Revolving Lenders or the Revolving Administrative Agent for any recitalrecitals, statementstatements, representationrepresentations or warranties of any Obligor contained in this Agreement or in any notice delivered hereunder, or warranty (whether written or oral) made in or in connection with any Loan Document or any other certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Obligors or any other Person to perform any of its obligations thereunder; hereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 8.07, for any Loan Document such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (other than normal collection procedures from the Lockboxes); and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Revolving Lender, the Revolving Administrative Agent, each Financing Agent hereunder and under each and, by acceptance of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agents by the terms benefits of this Agreement and the other Loan Security Documents, each Designated Indebtedness Holder hereby irrevocably appoints and authorizes ING to act as its agent hereunder with such powers as are specifically delegated to the Collateral Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Each Administrative The Collateral Agent (which term as used in this sentence and in Section 19.5 9.06 and the first sentence of Section 19.6 9.07 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, or a fiduciary for with respect to, any Lender; Revolving Lender or Designated Indebtedness Holder; (b) shall not be responsible to Lenders the Revolving Lenders, the Revolving Administrative Agent, the Financing Agents or the Designated Indebtedness Holders for any recitalrecitals, statementstatements, representationrepresentations or warranties of any Obligor contained in this Agreement or in any notice delivered hereunder, or warranty (whether written or oral) made in or in connection with any Loan Document or any other certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Obligors or any other Person to perform any of its obligations thereunder; hereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 9.07, for any Loan Document such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (other than normal collection procedures from the Lockboxes); and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Administrative Agent hereunder and under each of the other Loan Documents. Each Lender Participant ---------------------------------- hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, Landesbank Schleswig-Holstein Girozentrale ("LBK") to act as its agent Security Agent hereunder and under this Agreement and the other Loan --- Operative Documents with such powers and discretion as are specifically delegated to Administrative Agents the Security Agent by the terms of this Agreement and of the other Loan Operative Documents, together with such other powers as are reasonably incidental thereto. Each Administrative The Security Agent (which term as used in this sentence and in Section 19.5 6.05 and the first sentence of Section 19.6 6.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and in the other Operative Documents, and shall not by reason of this Agreement or any other Operative Document be a trustee or fiduciary for any LenderLoan Participant; (b) shall not be responsible to Lenders the Loan Participants for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement or in any other Operative Document, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any Loan other Operative Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of this Agreement, any Loan Document, Certificate or any other Operative Document or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Borrower 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 Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed except as set forth in writing by Required LendersSection 6.03, shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any Loan Document (other than normal collection procedures from the Lockboxes)Operative Document; and (ed) MORTGAGE [Midway/LBK] shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Operative Document or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative The Security 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. Each of WFF and CPC is hereby appointed as Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative the Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agents the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Administrative The Agent (which term as used in this sentence and in Section 19.5 10.5 and the first sentence of Section 19.6 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees, representatives, and agents): ): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and shall not be a trustee or fiduciary for any Lender; Lender (it being understood, without limiting the generality of the foregoing, that the use of the term “agent” herein and in the other Loan Documents 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, and instead such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties); (b) 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 Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Loan Document, or any other document referred to or provided for therein or for any failure by any Covered Person 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 Covered Person the Borrower or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person the Borrower or any of its Subsidiaries or Affiliates; affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document (other than normal collection procedures from the Lockboxes); and Document; (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Loan Document, except for its own gross negligence or willful misconduct; and (f) shall not be obligated to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent. Each Administrative 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 that it with reasonable careselects in the absence of gross negligence or willful misconduct.

Appointment, Powers and Immunities. Each of WFF Lender hereby appoints and CPC is hereby appointed authorizes JPMorgan to act as its Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agents Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Neither the Administrative Agent nor any Agent (which term as used in this sentence and in Section 19.5 11.05 and the first sentence of Section 19.6 11.06 shall include its reference to each of their Affiliates and its own and its Affiliates’ ' officers, directors, employees, representativesattorneys, accountants, experts and agents): (ai) shall not have any duties or responsibilities except those expressly set forth in this Agreement the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (bii) makes any representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for inherein, or received by any of them under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceabilityexecution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Loan Document, Note or any other document referred to or provided for therein herein or for any failure by any Covered Person an Obligor or any other Person (other than itself) to perform any of its obligations thereunder; (c) shall not be responsible hereunder or thereunder or for the existence, value, perfection or have any duty to ascertain, inquire into, or verify the performance or observance priority of any covenants or agreements by any Covered Person collateral security or the satisfaction financial or other condition of any condition or to inspect the property (including the books an Obligor and records) of any Covered Person or any of its Subsidiaries or Affiliatesany Guarantor; (diii) unless directed in writing by Required Lendersexcept pursuant to Section 11.07, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document (other than normal collection procedures from the Lockboxes)hereunder; and (eiv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection with any Loan Documentherewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct. Each The Administrative Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with reasonable carethe advice of such agents, accountants, attorneys or experts. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Lender, the Administrative Agent hereunder and under Agent, each Financing Agent, each Designated Indebtedness Holder party hereto and, by acceptance of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agents by the terms benefits of this Agreement and the other Loan Security Documents, each other Designated Indebtedness Holder hereby irrevocably appoints and authorizes SMBC to act as its agent hereunder with such powers as are specifically delegated to the Collateral Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Each Administrative The Collateral Agent (which term as used in this sentence and sentence, in Section 19.5 9.06 and the first sentence of Section 19.6 9.07 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, or a fiduciary for with respect to, the Administrative Agent or any Lender; , Financing Agent or Designated Indebtedness Holder; (b) shall not be responsible to Lenders the Lenders, the Administrative Agent, the Financing Agents or the Designated Indebtedness Holders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement or in any notice delivered hereunder, or warranty (whether written or oral) made in or in connection with any Loan Document or any other certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Obligors or any other Person to perform any of its obligations thereunder; hereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 9.07, for any Loan Document such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (other than normal collection procedures from the Lockboxes); and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each of WFF and CPC ING is hereby confirmed and reaffirmed as having been irrevocably appointed to act as Administrative Agent the collateral agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to by each Revolving Lender, the Revolving Administrative Agents Agent, each Financing Agent and, by acceptance of the terms benefits of this Agreement and the other Loan Security Documents, each Designated Indebtedness Holder and in such capacity has been and is authorized to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of this Agreement, together with such other actions and powers as are reasonably incidental thereto. Each Administrative The provisions of this Article IX (other than the Borrower’s right to consent to the appointment of a successor Collateral Agent in accordance with Section 9.08) are solely for the benefit of the Collateral Agent and the Secured Parties, and no Obligor shall have rights as a third party beneficiary of any of such provisions. Without limiting the generality of the foregoing, it is understood that such powers authorize the Collateral Agent to enter into the agreements and the other documents contemplated by Section 5.08 of the Revolving Credit Agreement on behalf of itself and the other Secured Parties hereunder. The Collateral Agent (which term as used in this sentence and in Section 19.5 9.06 and the first sentence of Section 19.6 9.07 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities obligations except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, a fiduciary with respect to or fiduciary for subject to any other implied duties with respect to, the Revolving Administrative Agent, any Revolving Lender; , any Financing Agent or any Designated Indebtedness Holder regardless of whether a Default or Trigger Event has occurred and is continuing; (b) shall have no duty to take any discretionary action or exercise any discretionary powers; (c) shall not be responsible to Lenders the Revolving Lenders, the Revolving Administrative Agent, the Financing Agents or the Designated Indebtedness Holders for or have any recitalduty to ascertain or inquire into any recitals, statementstatements, representation, representations or warranty (whether written or oral) made warranties contained in or made in connection with this Agreement or any Loan other Debt Document or in any certificate notice delivered hereunder, or in any other certificate, report or other document referred to or provided for in, or received by any of them it under, this Agreement or any Loan other Debt Document, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other agreement, instrument or document referred to or provided for therein herein or therein, or for the creation, perfection or priority of any Lien purported to be created by this Agreement or any other Loan Document or the value or the sufficiency of any Collateral, or for any failure by any Covered Person the Obligors or any other Person to perform or observe any of its obligations thereunder; hereunder; (cd) except as expressly set forth herein and in the other Loan Documents, shall not be responsible for or have any no duty to ascertain, inquire into, disclose any information relating to any company that is communicated to or verify obtained by the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person serving as Collateral Agent or any of its Subsidiaries or Affiliates; Affiliates in any capacity; (de) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 9.07, for any Loan Document such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (other than normal collection procedures from the Lockboxes); and (ef) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents misconduct as determined by a court of competent jurisdiction by final 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 carenonappealable judgment.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Administrative (a) The Collateral Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to shall act as its agent under this Agreement and for the other Loan Documents Company hereunder with such powers and discretion as are specifically delegated to Administrative Agents vested in the Collateral Agent by the terms of this Agreement and the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each Administrative of the Collateral Agent, the Custodial Agent (which term as used in this sentence and in Section 19.5 and the first sentence of Section 19.6 shall include its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, and agents): Securities Intermediary: (ai) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and no implied covenants or obligations shall not be a trustee or fiduciary for inferred from this Agreement against any Lender; of them, nor shall any of them be bound by the provisions of any agreement by any party hereto beyond the specific terms hereof; (bii) shall not be responsible to Lenders for any recital, statement, representationrecitals contained in this Agreement, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, the Units or the Purchase Contract Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Documentthis Agreement (other than as against the Collateral Agent), the Units or the Purchase Contract Agreement or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Company or any other Person (except the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be) to perform any of its obligations thereunder; (c) shall not be responsible hereunder or thereunder or, except as Table of Contents expressly required hereby, for the existence, validity, perfection, priority or have any duty to ascertain, inquire into, or verify the performance or observance maintenance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property security interest created hereunder; (including the books and recordsiii) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings hereunder (except in the case of the Collateral Agent, pursuant to directions furnished under any Loan Document Section 8.2, subject to Section 8.6); (other than normal collection procedures from the Lockboxes); and (eiv) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence negligence, bad faith or willful misconduct. Each Administrative Agent may employ agents and attorneys-in-fact and ; and (v) shall not be responsible required to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, the Units or other property deposited hereunder. Subject to the foregoing, during the term of this Agreement, each of the Collateral Agent, the Custodial Agent and the Securities Intermediary, in connection with the safekeeping and preservation of the Collateral hereunder, shall use the same standard of care it applies for similar property held for its own account. (b) No provision of this Agreement shall require the Collateral Agent, the Custodial Agent or the Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. In no event shall the Collateral Agent, the Custodial Agent or the Securities Intermediary be liable for any amount in excess of the value of the Collateral. Notwithstanding the foregoing, the Collateral Agent, the Custodial Agent, the Purchase Contract Agent and Securities Intermediary, each in its individual capacity, hereby waive any right of set-off, banker’s lien, liens or perfection rights as securities intermediary or any counterclaim with respect to any of the Collateral. (c) The Collateral Agent, Custodial Agent and Securities Intermediary shall have no liability whatsoever for the negligence action or misconduct inaction of any such agents Clearing Agency or attorneysany book-inentry system thereof. In no event shall any Clearing Agency or any book-fact selected by it with reasonable careentry system thereof be deemed an agent or subcustodian of the Collateral Agent, Custodial Agent and Securities Intermediary.

Appointment, Powers and Immunities. Each of WFF Lender and CPC is hereby appointed as the Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, Amegy Bank to act as its agent under this Agreement and the other Loan Documents hereunder with such powers and discretion as are specifically delegated to Administrative Agents the Collateral Agent by the terms of this Agreement and the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each Administrative The Collateral Agent (which term as used in this sentence and in Section 19.5 9.06 and the first sentence of Section 19.6 9.07 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, or a fiduciary for with respect to, any Lender; ; (b) shall not be responsible to the Lenders or the Administrative Agent for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement or in any notice delivered hereunder, or warranty (whether written or oral) made in or in connection with any Loan Document or any other certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Obligors or any other Person to perform any of its obligations thereunder; hereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 9.07, for any Loan Document such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (other than normal collection procedures from the Lockboxes); and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each the Administrative Agent jointly and severally, to act as its administrative agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agents Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby irrevocably appoints and authorizes the Collateral Agent to act as its collateral agent under the Security Instruments with such powers and discretion as are specifically delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent and the Collateral Agent (which term terms as used in this sentence and in Section 19.5 11.5 and the first sentence of Section 19.6 11.6 hereof shall include its Affiliates the Administrative Agent's and its the Collateral Agent's affiliates and their own and its Affiliates’ their affiliates' officers, directors, employees, representatives, and agents): ): (a) shall not have any duties or responsibilities except those expressly set forth in this 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 Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Loan Document, or any other document referred to or provided for therein or for any failure by any Covered Person 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 Covered Person Credit Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person Credit Party or any of its Subsidiaries or Affiliates; affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document (other than normal collection procedures from the Lockboxes)Document; and and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Loan Document, except for its own gross negligence or willful misconduct. Each Administrative Agent The Agents may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it them with reasonable care.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Lender, the Administrative Agent, each Financing Agent hereunder and under each and, by acceptance of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agents by the terms benefits of this Agreement and the other Loan Security Documents, each Designated Indebtedness Holder hereby irrevocably appoints and authorizes JPMCB to act as its agent hereunder and under each other Security Document with such powers as are specifically delegated to the Collateral Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Each Administrative Without limiting the generality of the foregoing, it is understood that such powers authorize the Collateral Agent to enter into the agreements and other documents contemplated by Section 5.08(c) of the Credit Agreement on behalf of itself and the other Secured Parties hereunder. The Collateral Agent (which term as used in this sentence and in Section 19.5 9.06 and the first sentence of Section 19.6 9.07 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, or a fiduciary for with respect to, any Lender; Lender or Designated Indebtedness Holder; (b) shall not be responsible to Lenders the Lenders, the Administrative Agent, the Financing Agents or the Designated Indebtedness Holders for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement or in any notice delivered hereunder, or warranty (whether written or oral) made in or in connection with any Loan Document or any other certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Obligors or any other Person to perform any of its obligations thereunder; hereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 9.07, for any Loan Document such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (other than normal collection procedures from the Lockboxes); and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Appointment, Powers and Immunities. Each of WFF Revolving Lender and CPC is hereby appointed as the Revolving Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, to act ING as its agent under this Agreement hereunder and the other Loan Documents with authorizes ING to take such actions on its behalf and to exercise such powers and discretion as are specifically delegated to Administrative Agents the Collateral Agent by the terms of this Agreement and the other Loan DocumentsAgreement, together with such other actions and powers as are reasonably incidental thereto. Each Administrative Without limiting the generality of the foregoing, it is understood that such powers authorize the Collateral Agent to enter into the agreements and the other documents contemplated by Section 5.08(c) of the Revolving Credit Agreement on behalf of itself and the other Secured Parties hereunder. The Collateral Agent (which term as used in this sentence and in Section 19.5 9.06 and the first sentence of Section 19.6 9.07 shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities obligations except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, a fiduciary with respect to or fiduciary for subject to any Lender; other implied duties with respect to, the Revolving Administrative Agent or any Revolving Lender regardless of whether a Default has occurred and is continuing; (b) shall not be responsible to the Revolving Lenders or the Revolving Administrative Agent for or have any recitalduty to ascertain or inquire into any recitals, statementstatements, representation, representations or warranty (whether written or oral) made warranties contained in or made in connection with this Agreement or in any Loan Document notice delivered hereunder, or in any certificate other certificate, report or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other agreement, instrument or document referred to or provided for herein or therein or for any failure by any Covered Person the Obligors or any other Person to perform or observe any of its obligations thereunder; hereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 9.07, for any Loan Document such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (other than normal collection procedures from the Lockboxes); and (ed) shall not be responsible for any action taken or omitted to be not taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents misconduct as determined by a court of competent jurisdiction by final 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 carenonappealable judgment.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative the Agent jointly and severally, to act as its agent under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to Administrative Agents the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Administrative The Agent (which term as used in this sentence and in Section 19.5 10.5 and the first sentence of Section 19.6 10.6 hereof shall include its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees, representatives, and agents): ): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and shall not be a trustee or fiduciary for any Lender; Lender (it being understood, without limiting the generality of the foregoing, that the use of the term “agent” herein and in the other Loan Documents 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, and instead such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.); (b) 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 Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Loan Document, or any other document referred to or provided for therein or for any failure by any Covered Person 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 Covered Person the Borrower or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person the Borrower or any of its Subsidiaries or Affiliates; affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document (other than normal collection procedures from the Lockboxes)Document; and and (e) shall not be responsible for any action taken or omitted to be taken by it under or in connection with any Loan Document, except for its own gross negligence or willful misconduct. Each Administrative 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 that it selects in the absence of gross negligence or willful misconduct. Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (i) provided to the Agent in this Article X with reasonable carerespect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article X and in the definition of “Agent-Related Person” included each L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to any L/C Issuer.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Administrative Agent hereunder and under each Lender, by its acceptance of the other Loan Documents. Each Lender security interests granted to the Collateral Agent on its behalf hereunder, hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, First Chicago to act as its agent under this Agreement and the other Loan Documents hereunder with such powers and discretion as are specifically delegated to Administrative Agents the Collateral Agent by the terms of this Agreement and the other Loan DocumentsSecurity Agreement, together with such other powers as are reasonably incidental thereto. Each Administrative The Collateral Agent (which term as used in this sentence and in Section 19.5 9.5 and the first sentence of Section 19.6 9.6 shall include reference to its Affiliates affiliates and its own and its Affiliates’ affiliates' officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities except those expressly set forth in this Security Agreement and shall not by reason of this Security Agreement be a trustee for, or a fiduciary for with respect to, any Lender; (b) shall not be responsible to the Lenders for any recital, statement, representationfor, or warranty have any duty to ascertain, inquire into or verify, (whether written i) any recitals, statements, representations or oral) made warranties contained in this Security Agreement or in connection with any Loan Document notice delivered hereunder, or in any other certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Security Agreement, or for (ii) the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Security Agreement or any other document referred to or provided for therein herein or for any failure by any Covered Person or any other Person to perform any of its obligations thereunder; therein, (ciii) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any of the covenants or agreements by any Covered Person of the Debtor under this Security Agreement, (iv) the existence or the satisfaction possible existence of any condition Default, or to inspect (v) the property (including the books and records) value, sufficiency, creation, perfection or priority of any Covered Person or any of its Subsidiaries or AffiliatesLien on the Collateral; (dc) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under any Loan Document (other than normal collection procedures from the Lockboxes)hereunder; and (ed) shall not be responsible liable to the Debtor or any Lender for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for to the extent such action or inaction is determined in a final non-appealable judgment by a court of competent jurisdiction to have arisen from its own gross negligence or willful misconduct. Each Administrative of the Lenders hereby agrees to assert no claim against the Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible on any agency theory or any other theory of liability for the negligence or misconduct breach of any such agents or attorneys-in-fact selected by it with reasonable carefiduciary duty, all of which claims each Lender hereby waives.

Appointment, Powers and Immunities. Each of WFF Lender and CPC is hereby appointed as the Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes each Administrative Agent jointly and severally, SunTrust to act as its agent under this Agreement and the other Loan Documents hereunder with such powers and discretion as are specifically delegated to Administrative Agents the Collateral Agent by the terms of this Agreement and the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Each Administrative The Collateral Agent (which term as used in this sentence and in Section 19.5 9.06 and the first sentence of Section 19.6 9.07 shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates’ officers, directors, employees, representatives, employees and agents): ): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement and shall not by reason of this Agreement be a trustee for, or a fiduciary for with respect to, any Lender; ; (b) shall not be responsible to the Lenders or the Administrative Agent for any recitalrecitals, statementstatements, representationrepresentations or warranties contained in this Agreement or in any notice delivered hereunder, or warranty (whether written or oral) made in or in connection with any Loan Document or any other certificate or other document referred to or provided for in, or received by any of them it under, any Loan Documentthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of any Loan Document, this Agreement or any other document referred to or provided for herein or therein or for any failure by any Covered Person the Obligors or any other Person to perform any of its obligations thereunder; hereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings under hereunder except, subject to Section 9.07, for any Loan Document such litigation or proceedings relating to the enforcement of the guarantee set forth in Section 3, or the Liens created pursuant to Section 4; and (other than normal collection procedures from the Lockboxes); and (ed) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection with any Loan Documentherewith or therewith, except for its own gross negligence or willful misconduct. Each Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.