Common use of Appointment Clause in Contracts

Appointment. Each Lender hereby irrevocably designates and appoints NCB as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB JPMorgan Chase Bank, N.A. as Administrative Agent of such Lender to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB the Administrative Agent, as the Administrative Agent agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms hereof and of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this section 11 Section are solely for the benefit of the Administrative Agent, Agent and the Lenders, Lenders and none of the Borrower and its Borrowers or their Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this AgreementCredit Agreement and the other Credit Documents, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower any Borrowers or any of its their Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB GE Capital as Administrative its Agent to act as specified herein under this Agreement and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB as Agent to execute and deliver the Administrative Agent for such Lender, Collateral Documents and to take such action or to refrain from taking such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documentsset forth herein or therein, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees is authorized and empowered to act as such upon the express conditions contained in this section 11. Notwithstanding amend, modify, or waive any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into provisions of this Agreement or otherwise exist against the Administrative Agentother Loan Documents on behalf of Lenders subject to the requirement that certain of Lenders’ consent be obtained in certain instances as provided in this Section 8.2 and Section 9.2. The provisions of this section 11 Section 8.2 are solely for the benefit of the Administrative Agent, Agent and the Lenders, Lenders and the neither Borrower and its Subsidiaries nor any other Credit Party shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Borrower or any other Credit Party. Agent may perform any of its Subsidiariesduties hereunder, or under the Loan Documents, by or through its agents or employees.

Appointment. Each Lender Credit Party hereby irrevocably designates and appoints NCB as the Administrative Agent to act as specified herein its agent under the Loan Documents and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreementany Loan Document, the Administrative Agent shall not have any duties or responsibilities, except responsibilities other than those expressly set forth herein therein, or in the other Credit Documents, nor any fiduciary relationship with with, or fiduciary duty to, any Lenderother Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement the Loan Documents or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights as a third party beneficiary of any and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the provisions hereof. In performing its functions Credit Parties as shall be necessary under the circumstances as provided in Section 11.1), and duties under this Agreement(iii) except as expressly set forth herein, the Administrative Agent shall act solely as agent of the Lenders and does not assume have any duty to disclose, and shall not be deemed to have assumed any obligation or relationship of agency or trust with or liable for the Borrower failure to disclose, any information relating to the Borrower, any of its Subsidiaries or any other Loan Party that is communicated to or obtained by the Person serving as Administrative Agent or any of its SubsidiariesAffiliates in any capacity.

Appointment. (a) Each Lender hereby irrevocably designates and appoints NCB as the Administrative Agent to act as specified herein the agent of such Lender under this Agreement and in the other Credit Documents, Documents and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for Agent, in such Lendercapacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than Section 12.1(b) with respect to the Joint Lead Arrangers, the Joint Bookrunners, the Co-Syndication Agents and the Co-Documentation Agents and Section 12.9 with respect to the Borrower) are solely for the benefit of the Administrative Agent agrees to act and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such upon the express conditions contained in this section 11provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit . (b) Each of the Administrative AgentCo-Syndication Agents, the Co-Documentation Agents, the Joint Lead Arrangers and the LendersJoint Bookrunners, and the Borrower and each in its Subsidiaries capacity as such, shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and obligations, duties or responsibilities under this Agreement, the Administrative Agent Agreement but shall act solely as agent be entitled to all benefits of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiariesthis Section 12.

Appointment. Each Lender hereby (a) irrevocably designates and appoints NCB as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB Bank of America as the Administrative Agent for such LenderLender and the other Lenders under this Agreement, the Notes and the other Loan Documents, and (b) irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement Agreement, the Notes and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement Agreement, the Notes and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees shall, among other things, take such actions as the Administrative Agent is authorized to act as such upon take pursuant to this Agreement, the express conditions contained in this section 11Notes and the other Loan Documents. Notwithstanding As to any provision to the contrary elsewhere matters not expressly provided for in this Agreement, the Administrative Agent may, but shall not be required to, exercise any discretion or take any action; however, the Administrative Agent shall be required to act or to refrain from acting upon the written instructions of Requisite Lenders if the Administrative Agent shall be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of so acting or refraining from acting. Notwithstanding anything to the contrary herein, the Administrative Agent shall have no duties, responsibilities or fiduciary relationships with any duties or responsibilities, Lender except those expressly set forth herein or in this Agreement, the Notes and the other Credit Loan Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Agreement, the Notes or the other Loan Documents or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB KeyBank as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB KeyBank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender and each Issuing Lender hereby irrevocably designates and appoints NCB as the Administrative Agent to act as specified herein the agent of such Lender under this Agreement and in the other Credit Loan Documents, and each such Lender hereby and each Issuing Lender irrevocably authorizes NCB as the Administrative Agent for Agent, in such Lendercapacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Each Lender hereby authorizes the Administrative Agent agrees to act as enter into the other Loan Documents (including, for the avoidance of doubt, the Intercreditor Agreement) on terms reasonably acceptable to the Administrative Agent (it being understood that in the case of any Lien contemplated to be pari passu basis with the Liens securing the Obligations, the Intercreditor Agreement is deemed to be customary and acceptable) and to perform its respective obligations thereunder and to take such upon action and to exercise the express conditions contained in this section 11powers, rights and remedies granted to it thereunder and with respect thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative no Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Xxxxxx Xxxxxxx is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby irrevocably designates and appoints NCB as Administrative Agent authorizes Xxxxxx Xxxxxxx to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action on its behalf under and the provisions of this Agreement Collateral Agent in accordance with the terms hereof and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Section 9 (other than as expressly provided herein) are solely for the benefit of the Administrative Agent, Agents and the Lenders, Lenders and the Borrower and its Subsidiaries no Loan Party shall not have any rights as a third party beneficiary of any of the provisions hereofof this Section 9 (other than as expressly provided herein). In performing its functions and duties under this Agreementhereunder, the Administrative each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings, the Borrower or any of its Subsidiaries. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Lead Arrangers are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Lead Arrangers shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Section 9.

Appointment. (a) Each Lender hereby irrevocably designates and appoints NCB as the Administrative Agent to act as specified herein the agent of such Lender under this Agreement and in the other Credit Documents, Documents and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for Agent, in such Lendercapacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article XIII (other than Section 13.1(b) with respect to the Joint Lead Arrangers, the Joint Bookrunners, the Syndication Agent and the Documentation Agents and Section 13.10 with respect to the Borrower) are solely for the benefit of the Administrative Agent agrees to act and the Lenders, and the Borrower shall not have rights as third party beneficiary of any such upon the express conditions contained in this section 11provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit . (b) Each of the Administrative Syndication Agent, the Documentation Agents, the Joint Lead Arrangers and the LendersJoint Bookrunners, and the Borrower and each in its Subsidiaries capacity as such, shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and obligations, duties or responsibilities under this Agreement, the Administrative Agent Agreement but shall act solely as agent be entitled to all benefits of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiariesthis Article XIII.

Appointment. (a) Each Lender Purchaser hereby irrevocably designates and appoints NCB PNC, as Administrative Agent to act as specified herein and in the other Credit Documentshereunder, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any LenderPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist against the Administrative Agent. . (b) The provisions of this section 11 Article XI are solely for the benefit of the Administrative AgentAgent and the Purchasers, and neither of the Lenders, and the Borrower and its Subsidiaries Seller Parties shall not have any rights as a third third-party beneficiary of or otherwise under any of the provisions hereof. of this Article XI, except that this Article XI shall not affect any obligations which the Administrative Agent or any Purchaser may have to either of the Seller Parties under the other provisions of this Agreement. (c) In performing its functions and duties under this Agreementhereunder, the Administrative Agent shall act solely as the agent of the Lenders Purchasers and does not assume and nor shall not be deemed to have assumed any obligation or relationship of trust or agency or trust with or for either of the Borrower Seller Parties or any of its Subsidiariestheir respective successors and assigns.

Appointment. Each Lender hereby irrevocably designates and appoints NCB as Administrative Agent KeyBank National Association to act as specified herein and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB KeyBank National Association as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Loan Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Article IX are solely for the benefit of the Administrative Agent, Agent and the Lenders, and the Borrower and its Subsidiaries no Credit Party shall not have any rights as a third third-party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower Credit Parties or any of its their respective Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB KeyBank as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB KeyBank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Article X. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Article X are solely for the benefit of the Administrative Agent, and the Lenders, and neither the Borrower and nor any of its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender Secured Party hereby irrevocably designates appoints and appoints NCB authorizes the Administrative Agent as its agent hereunder and hereby further authorizes the Administrative Agent to appoint additional agents to act as specified herein on its behalf and in for the other Credit Documents, and benefit of each such Lender hereby irrevocably Secured Party. Each Secured Party further authorizes NCB as the Administrative Agent for such Lender, to take such action as agent on its behalf and to exercise such powers under the provisions of this Agreement and the other Credit Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement hereof and the other Credit Documentsthereof, together with such other powers as are reasonably incidental thereto. The With respect to other actions which are incidental to the actions specifically delegated to the Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreementhereunder, the Administrative Agent shall not have be required to take any duties such incidental action hereunder, but shall be required to act or responsibilitiesto refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Required Lenders; provided that the Administrative Agent shall not be required to take any action hereunder if the taking of such action, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit reasonable determination of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary be in violation of any Applicable Law or contrary to any provision of the provisions hereof. In performing its functions and duties under this Agreement, Agreement or shall expose the Administrative Agent shall act solely as agent to liability hereunder or otherwise. In the event the Administrative Agent requests the consent of a Lender pursuant to the Lenders foregoing provisions and the Administrative Agent does not assume and receive a consent (either positive or negative) from such Person within ten Business Days of such Person’s receipt of such request, then such Lender shall not be deemed to have assumed any obligation or relationship of agency or trust with or for declined to consent to the Borrower or any of its Subsidiariesrelevant action.

Appointment. (a) Each Lender hereby irrevocably designates and appoints NCB as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB JPMCB as the Administrative Agent under this Agreement and irrevocably authorizes JPMCB as Administrative Agent and Collateral Agent for such Lender, Lender and such Secured Party to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent or the Collateral Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. . (b) Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Administrative Agent Agents shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documentsherein, nor any and no fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist the Credit Documents against the Administrative any Agent. The provisions of this section 11 are solely for Company and each other Credit Party acknowledges and agrees that the benefit of the Administrative AgentAgents, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, the other Credit Parties and their respective Affiliates, and neither any Agent nor any Lender has any obligation to disclose any of such interests to the Company or any other Credit Party or any of their respective Affiliates. (c) Each Lead Arranger, in its capacity as such, shall not have no right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, no Lead Arranger shall have nor be deemed to have assumed a fiduciary relationship with any obligation or relationship of agency or trust Lender. Each Lender hereby makes the same acknowledgments with or for respect to the Borrower or any of its SubsidiariesLead Arrangers in their capacity as such as it makes with respect to the Agents in the preceding paragraph (b).

Appointment. Each Lender hereby irrevocably designates and appoints NCB as the applicable Administrative Agent to act as specified herein the agent of such Lender under this Agreement and in the other Credit Documents, Documents and each such Lender hereby irrevocably authorizes NCB as the such Administrative Agent for Agent, in such Lendercapacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the such Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees provisions of this Section 12 (other than Section 12.1(c) with respect to act the Joint Lead Arrangers and Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to the Borrower and the other Credit Parties) are solely for the benefit of the Agents and the Lenders, none of the Borrower or any other Credit Party shall have rights as third party beneficiary of any such upon the express conditions contained in this section 11provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, the no Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereofAgents. In performing its functions and duties under this Agreementhereunder, the Administrative each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its respective Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB KeyBank as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB KeyBank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower Company and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower Company or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates appoints and appoints NCB authorizes the Administrative Agent as its agent hereunder and hereby further authorizes the Administrative Agent to appoint additional agents to act as specified herein on its behalf and in for the other Credit Documents, and benefit of each such Lender. Each Lender hereby irrevocably further authorizes NCB as the Administrative Agent for such Lender, to take such action as agent on its behalf and to exercise such powers under the provisions of this Agreement and the other Credit Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement hereof and the other Credit Documentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary contained elsewhere in this AgreementAgreement or in any other Transaction Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documentsthis Agreement, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for Without limiting the benefit generality of the Administrative Agentforegoing sentence, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any use of the provisions hereof. In performing its functions and duties under term “agent” in this Agreement, Agreement with reference to the Administrative Agent shall act solely is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as agent a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Administrative Agent hereby represents and warrants that it is a “U.S. person” and a “financial institution” and that it will comply with its “obligation to withhold,” each within the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship meaning of agency or trust with or for the Borrower or any of its SubsidiariesTreasury Regulations Section 1.1441-1(b)(2)(ii).

Appointment. Each Lender hereby irrevocably designates and appoints NCB Freeport as Administrative its Agent to act as specified herein under this Agreement and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB as Agent to execute and deliver the Administrative Agent for such Lender, Collateral Documents and to take such action or to refrain from taking such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documentsset forth herein or therein, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees is authorized and empowered to act as such upon the express conditions contained in this section 11. Notwithstanding amend, modify, or waive any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into provisions of this Agreement or otherwise exist against the Administrative Agentother Loan Documents on behalf of Lenders subject to the requirement that certain of Lenders’ consent be obtained in certain instances as provided in this Section 9.2 and Section 10.2. The provisions of this section 11 Section 9.2 are solely for the benefit of the Administrative Agent, Agent and the Lenders, Lenders and the neither Borrower and its Subsidiaries nor any other Loan Party shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Borrower or any other Loan Party. Agent may perform any of its Subsidiariesduties hereunder, or under the Loan Documents, by or through its agents or employees.

Appointment. Each Lender hereby irrevocably designates and appoints NCB KeyBank as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB KeyBank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section Article 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section Article 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB as the Administrative Agent to act as specified herein the agent of such Lender under this Agreement and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for Agent, in such Lendercapacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Each Lender hereby irrevocably designates and appoints the Collateral Agent agrees as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Collateral Agent, in such capacity, to act take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents, together with such upon the express conditions contained in this section 11other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Administrative Agent and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative such Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB Truist Bank as Administrative Agent and Collateral Agent and to act as specified herein and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB Truist Bank as the Administrative Agent and Collateral Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Loan Documents, nor any fiduciary relationship with any LenderLender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Article are solely for the benefit of the Administrative Agent, Agent and the Lenders, and the Borrower and its Subsidiaries no Credit Party shall not have any rights as a third third-party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. (a) Each Lender hereby irrevocably designates and appoints NCB JPMorgan Chase as the Administrative Agent to act Agent, the Arrangers as specified herein the Arrangers, and in the other Credit DocumentsCo-Agents as the Co-Agents of such Lender under this Agreement, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such LenderAgent, the Arrangers, and the Co-Agents to take such action actions on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, set forth herein or therein together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees Agent, the Arrangers and the Co-Agents each agree to act as such upon on the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. Article XII. (b) The provisions of this section 11 Article XII are solely for the benefit of the Administrative Agent, the Arrangers, the Co-Agents and the other Lenders, and neither the Borrower, any Qualified Borrower, the General Partner nor any Subsidiary of the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of to rely on or enforce any of the provisions hereofhereof (other than as expressly set forth in Section 12.7). In performing its their respective functions and duties under this Agreement, the Administrative Agent, each Arranger, and each Co-Agent shall act solely as agent agents of the Lenders and does do not assume and shall not be deemed to have assumed any obligation or relationship of agency agency, trustee or trust fiduciary with or for any General Partner, the Borrower Borrower, any Qualified Borrower, or any Subsidiary of its Subsidiariesthe Borrower. The Administrative Agent, each Arranger and each Co-Agent may perform any of their respective duties hereunder, or under the Loan Documents, by or through their respective agents or employees.

Appointment. (a) Each Lender and the Issuing Bank hereby irrevocably designates and appoints NCB as Administrative Agent (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to act as specified herein and in the other Credit Documentsdesignate, appoint, and authorize) each such Lender hereby irrevocably authorizes NCB as of the Administrative Agent for and the Collateral Agents as an agent of such LenderLender under this Agreement and the other Loan Documents. Each Lender irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize) each Agent, in such capacity, through its agents or employees, to take such action actions on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative such Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other actions and powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Article X are solely for the benefit of the Administrative AgentAgents, and the Lenders, the Issuing Bank and the Borrower Bank Product Providers, and its Subsidiaries no Loan Party shall not have any rights as a third party beneficiary of any such provisions. (b) Each Lender irrevocably appoints each other Lender as its agent and bailee for the purpose of perfecting Liens (whether pursuant to Section 8-301(a)(2) of the provisions hereofUCC or otherwise), for the benefit of the Secured Parties, in assets which, in accordance with the UCC or any other applicable Legal Requirement, a security interest can be perfected by possession or control. In performing its functions and duties under this AgreementShould any Lender (other than the Administrative Agent) obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly following the Administrative Agent’s request therefor, shall act solely as agent of deliver such Collateral to the Lenders and does not assume and shall not be deemed to have assumed any obligation Administrative Agent or relationship of agency or trust otherwise deal with or for such Collateral in accordance with the Borrower or any of its SubsidiariesAdministrative Agent’s instructions.

Appointment. Each Lender hereby irrevocably designates and appoints NCB as Administrative Agent SunTrust to act as specified herein and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB SunTrust as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Loan Documents, nor any fiduciary relationship with any LenderLender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Article are solely for the benefit of the Administrative Agent, Agent and the Lenders, and the Borrower and its Subsidiaries no Credit Party shall not have any rights as a third third-party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates designates, appoints and appoints NCB as Administrative Agent authorizes PNC Bank to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such LenderLender under this Agreement and to execute and deliver or accept on behalf of each of the Lenders the other Loan Documents. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of a Note shall be deemed irrevocably to authorize, the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and any other instruments and agreements referred to herein, and to exercise such powers and to perform such duties hereunder as are expressly specifically delegated to or required of the Administrative Agent by the terms of this Agreement and the other Credit Documentshereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent PNC Bank agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision Administrative Agent on behalf of the Lenders to the contrary elsewhere extent provided in this Agreement, . None of the Administrative Agent Lenders designated on the facing page or signature pages of this Agreement as a “Documentation Agent” or as a “Syndication Agent” shall not have any duties right, power, obligation, liability, responsibility, or responsibilitiesduty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, except those expressly set forth herein none of the Lenders so identified as the “Documentation Agent” or in the other Credit Documents, nor as a “Syndication Agent” shall have or be deemed to have any fiduciary relationship with any Lender, . Each Lender acknowledges that it has not relied and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read will not rely on any of the Lenders so identified in deciding to enter into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall in taking or not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiariestaking action hereunder.

Appointment. Each Lender hereby irrevocably designates and appoints NCB SunTrust Bank as Administrative Agent of such Lender (such term to include for purposes of this Xxxxxxx 00, XxxXxxxx Xxxx acting as Administrative Agent) to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB SunTrust Bank as the Administrative Agent for such Lender, to (i) enter into the Security Documents on behalf of the Lenders and (ii) take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section Section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section Section 11 are solely for the benefit of the Administrative Agent, Agent and the Lenders, and the Borrower and its Subsidiaries and, except as provided in Section 11.9, no Credit Party shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its SubsidiariesCredit Party.

Appointment. Each Lender hereby irrevocably designates and appoints NCB Wachovia as Administrative Agent administrative agent of such Lender to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB the Administrative Agent as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms hereof and of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Each Lender further directs and authorizes the Administrative Agent agrees to act as such upon execute releases (or similar agreements) to give effect to the express conditions contained in provisions of this section 11Credit Agreement and the other Credit Documents. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations obligations, or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this section 11 Section are solely for the benefit of the Administrative Agent, Agent and the Lenders, Lenders and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this AgreementCredit Agreement and the other Credit Documents, the Administrative Agent shall act solely as agent Administrative Agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiariesaffiliates.

Appointment. Each Lender hereby irrevocably designates and appoints NCB the Agents as Administrative Agent to act as specified herein the agents of such Lender under this Agreement and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for each Agent, in such Lendercapacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative such Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Each Lender hereby authorizes the Administrative Agent agrees to act as enter into the other Loan Documents (including, for the avoidance of doubt, the Intercreditor Agreement) on terms reasonably acceptable to the Administrative Agent (it being understood that in the case of any Lien contemplated to be pari passu basis with the Liens securing the Obligations, the Intercreditor Agreement is deemed to be customary and acceptable) and to perform its respective obligations thereunder and to take such upon action and to exercise the express conditions contained in this section 11powers, rights and remedies granted to it thereunder and with respect thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative no Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative any Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Subject to the provisions of the second sentence of Section 10.9 below, each Lender Party hereby irrevocably designates and appoints NCB as Administrative Agent Mellon to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, Lender Party under this Agreement and the other Loan Documents. Each Lender Party hereby irrevocably authorizes the Administrative Agent to take such action on its behalf of such Lender Party under the provisions of this Agreement and the other Credit Documents Loan Documents, and to exercise such powers and to perform such duties duties, as are expressly delegated to or required of the Administrative Agent by the terms of this Agreement and the other Credit Documentshereof or thereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent Mellon hereby agrees to act as such upon Administrative Agent on behalf of the express Lender Parties on the terms and conditions contained set forth in this section 11Agreement and the other Loan Documents, subject to its right to resign as provided in Section 10.9 hereof. Notwithstanding any provision to the contrary elsewhere in this Agreement, Each Lender Party hereby irrevocably authorizes the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in to execute and deliver each of the Loan Documents and to accept delivery of such of the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Loan Documents as may not require execution by the Administrative Agent. The provisions of this section 11 are solely for Each Lender Party agrees that the benefit of rights and remedies granted to the Administrative Agent under the Loan Documents shall be exercised exclusively by the Administrative Agent (or a Person designated by the Administrative Agent), and the Lenders, and the Borrower and its Subsidiaries that no Lender shall not have any rights as a third party beneficiary of right individually to exercise any of such right or remedy, except to the provisions hereof. In performing its functions and duties under this Agreementextent, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation if any, expressly provided herein or relationship of agency or trust with or for the Borrower or any of its Subsidiariestherein.

Appointment. Each Lender hereby irrevocably designates and appoints NCB GE Capital as Administrative its Agent to act as specified herein under this Agreement and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB as Agent to execute and deliver the Administrative Agent for such Lender, Collateral Documents and to take such action or to refrain from taking such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documentsset forth herein or therein, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees is authorized and empowered to act as such upon the express conditions contained in this section 11. Notwithstanding amend, modify, or waive any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into provisions of this Agreement or otherwise exist against the Administrative Agentother Loan Documents on behalf of Lenders subject to the requirement that certain of Lenders' consent be obtained in certain instances as provided in this Section 8.2 and Section 9.2. The provisions of this section 11 Section 8.2 are solely for the benefit of the Administrative Agent, Agent and the Lenders, Lenders and the Borrower and its Subsidiaries neither Borrowers nor any other Credit Party shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Borrower Borrowers or any other Credit Party. Agent may perform any of its Subsidiariesduties hereunder, or under the Loan Documents, by or through its agents or employees.

Appointment. Each Lender hereby irrevocably designates and appoints NCB Fleet National Bank as Administrative Agent (in such capacity as Administrative Agent hereunder, the "Administrative Agent") of such Lender to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent as the agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms hereof and of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this section 11 Section are solely for the benefit of the Administrative Agent, Agent and the Lenders, Lenders and the Borrower and its Subsidiaries shall not have any no rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this AgreementCredit Agreement and the other Credit Documents, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its SubsidiariesAffiliates.

Appointment. Each Lender hereby irrevocably designates and appoints NCB as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 1112. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 12 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB NationsBank, N.A. as administrative agent (in such capacity, the "Administrative Agent Agent") of such Lender to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB the Administrative Agent as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms hereof and of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Each Lender further directs and authorizes the Administrative Agent agrees to act as such upon execute releases (or similar agreements) to give effect to the express conditions contained in provisions of this section 11Credit Agreement and the other Credit Documents, including specifically without limitation the provisions of Section 8.4 hereof. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this section 11 Section are solely for the benefit of the Administrative Agent, Agent and the Lenders, Lenders and none of the Borrower and its Subsidiaries Credit Parties shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this AgreementCredit Agreement and the other Credit Documents, the Administrative Agent shall act solely as agent Administrative Agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower any Credit Party or any of its Subsidiariestheir respective Affiliates.

Appointment. Each Lender hereby irrevocably designates and appoints NCB KeyBank as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB KeyBank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Article X. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any LenderLender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Article X are solely for the benefit of the Administrative Agent, and the Lenders, and neither the Borrower and nor any of its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender The Lenders hereby irrevocably designates designate and appoints NCB appoint MSSF as Administrative Agent (for purposes of this Section 12 and Section 13.01, the term “Administrative Agent” also shall include MSSF in its capacity as Collateral Agent pursuant to the Security Documents) to act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Lender hereby Note shall be deemed irrevocably authorizes NCB as to authorize, the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to or required of the Administrative Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act may perform any of its respective duties hereunder by or through its officers, directors, agents, employees or affiliates. For greater certainty, and without limiting the powers of the Agents or any other Person acting as such upon an agent, attorney-in-fact or mandatary for the express conditions contained in Agents under this section 11. Notwithstanding Agreement or under any provision to of the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any each Lender (for itself and for all other Secured Creditors that are Affiliates of such Lender) and each Agent hereby (i) irrevocably appoints and constitutes (to the extent necessary) and confirms the constitution of (to the extent necessary), the Collateral Agent as the holder of an irrevocable power of attorney (in such capacity, the “fondé de pouvoir”) within the meaning of Article 2692 of the Civil Code of Québec for the purposes of entering and holding on their behalf, and no implied covenantsfor their benefit, functionsany Liens, responsibilitiesincluding hypothecs (“Hypothecs”), dutiesgranted or to be granted by any Credit Party on movable or immovable property pursuant to the laws of the Province of Québec to secure obligations of any Credit Party under any bond issued by any Credit Party and exercising such powers and duties which are conferred upon the Collateral Agent in its capacity as fondé de pouvoir under any of the Hypothecs; and (ii) appoints (and confirms the appointment of) and agrees that the Collateral Agent, obligations or liabilities shall acting as agent for the applicable Secured Creditors, may act as the custodian, registered holder and mandatary (in such capacity, the “Custodian”) with respect to any bond that may be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely issued and pledged from time to time for the benefit of the Administrative Agent, and applicable Secured Creditors. Each applicable Secured Creditor shall be entitled to the Lenders, and the Borrower and its Subsidiaries shall not have benefits of any rights as a third party beneficiary of charged property covered by any of the provisions hereof. In performing its functions Hypothecs and duties under this Agreementwill participate in the proceeds of realization of any such charged property, the Administrative Agent shall act solely as agent whole in accordance with the terms thereof. The said constitution of the Lenders Collateral Agent as fondé de pouvoir (within the meaning of Article 2692 of the Civil Code of Québec) and does not assume as Custodian with respect to any bond that may be issued and pledged by any Credit Party from time to time for the benefit of the applicable Secured Creditors shall not be deemed to have assumed been ratified and confirmed by any obligation or relationship assignee (for itself and any Affiliates of agency or trust with or for such assignee) by the Borrower or execution of an Assignment and Assumption Agreement. Notwithstanding the provisions of Section 32 of An Act Respecting the Special Powers of Legal Persons (Québec), each of the Administrative Agent and the Collateral Agent may purchase, acquire and be the holder of any bond issued by any Credit Party. Each of its Subsidiaries.the Credit Parties hereby acknowledges that any such bond shall constitute a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Québec. The Collateral Agent herein appointed as fondé de pouvoir and as Custodian shall have the same rights, powers and immunities as the Agents as stipulated in this Section 12 of the Credit Agreement, which shall apply mutatis mutandis. Without limiting the effect of the preceding provisions of this clause, the provisions of Section 12.09 shall apply mutatis mutandis to the resignation and appointment of a successor to the Collateral Agent acting as fondé de pouvoir and as Custodian

Appointment. Each Lender Bank hereby irrevocably designates and appoints NCB Chase as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender Bank hereby irrevocably authorizes NCB Chase as the Administrative Agent for such LenderBank, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11Section 10. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Section 10 are solely for the benefit of the Administrative Agent, Agent and the LendersBanks, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders Banks and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its SubsidiariesBorrower.

Appointment. Each Lender Bank hereby irrevocably designates and appoints NCB CIBC as Administrative Agent (such term to include the Administrative Agent acting as Collateral Agent or in any other representative capacity under any other Credit Document), Indosuez as Syndication Agent and BankBoston, N.A. as Documentation Agent, of such Bank to act as specified herein and in the other Credit Documents, Documents and each such Lender Bank hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, Agents to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent Agents by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees Agents agree to act as such upon the express conditions contained in this section 11Section 10. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor or any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative AgentAgents. The provisions of this section 11 Section 10 are solely for the benefit of the Administrative AgentAgents and the Banks, and the Lenders, and the Borrower and its Subsidiaries no Credit Party shall not have any rights as a third party beneficiary of any of -174- the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent Agents shall act solely as agent of the Lenders Banks and does do not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party. The Borrowers, jointly and severally, hereby agree to pay the Borrower or any of its SubsidiariesAdministrative Agent an annual agency fee as previously agreed with the Administrative Agent.

Appointment. Each Lender hereby irrevocably designates and appoints NCB each Agent as Administrative Agent to act as specified herein an agent of such Lender under this Agreement and in the other Credit Documents, and each such . Each Lender hereby irrevocably authorizes NCB as the Administrative Agent for each Agent, in such Lendercapacity, through its agents or employees, to take such action actions on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative such Agent by the terms of this Agreement and the other Credit Documents, together with such other actions and powers as are reasonably incidental thereto. The Administrative Agent agrees Agents agree to act as such upon the express conditions contained in this section 11Article 9. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or in any other Credit Document, the Administrative Agent Agents shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative AgentAgents. The provisions of this section 11 Article 9 are solely for the benefit of the Administrative Agent, Agents and the Lenders, and neither the Borrower and Company nor any of its Subsidiaries shall not have any rights as a third third-party beneficiary of any of the provisions hereof. In performing its their functions and duties under this Agreement, the Administrative Agent Agents shall act solely as agent agents of the Lenders and does the Agents do not assume and shall not be deemed to have assumed any obligation or relationship of agency agent or trust with or for the Borrower Company or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB DBNY as the Administrative Agent to act as specified herein and in Collateral Agent for such Lender under this Agreement and the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB DBNY, as the Administrative Agent and Collateral Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to or required of the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Lead Arrangers shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Collateral Agent, those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative AgentAgent or the Lead Arrangers. The provisions of this section 11 are solely for the benefit Each of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of Agents may perform any of the provisions hereof. In performing its functions and their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or Collateral Agent may perform any of its Subsidiariestheir respective duties under the Security Documents by or through one or more of their respective affiliates).

Appointment. Each Lender hereby irrevocably designates and appoints NCB BTCo as Administrative Agent and Fleet as Syndication Agent of such Lender to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB BTCo as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11Section 10. Notwithstanding any provision to the contrary elsewhere in this Agreementany Credit Document, the Administrative no Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise (including by operation of law) to exist against the Administrative any Agent. The provisions of this section 11 Section 10 are solely for the benefit of the Administrative Agent, Agents and the Lenders, and neither the Parent, the Borrower and its nor any of their respective Subsidiaries or Affiliates shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent Agents shall act solely as agent agents of the Lenders and does the Agents do not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Parent, the Borrower or any of its Subsidiariestheir respective Subsidiaries or Affiliates.

Appointment. Each Lender The Lenders hereby irrevocably designates designate and appoints NCB appoint Xxxxx Fargo Bank, National Association as Administrative Agent (for purposes of this Article XI and Section 12.01, the term “Administrative Agent” also shall include Xxxxx Fargo Bank, National Association in its capacity as Collateral Agent pursuant to the Security Documents) to act as specified herein and in the other Credit Loan Documents. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Lender hereby Note shall be deemed irrevocably authorizes NCB as to authorize, the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and Agreement, the other Credit Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to or required of the Administrative Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental thereto. The Administrative Agent agrees may perform any of its respective duties hereunder by or through its officers, directors, agents, employees or affiliates. Except with respect to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this AgreementSections 11.09 and 11.10, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Article XI are solely for the benefit of the Administrative Agent, the Lenders and the Lendersholders of the Notes, and the Borrower and its Subsidiaries no Loan Party shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender hereby (a) irrevocably designates and appoints NCB as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB SunTrust as the Administrative Agent for such LenderLender and the other Lenders under this Agreement, the Notes and the other Loan Documents, and (b) irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement Agreement, the Notes and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement Agreement, the Notes and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees shall, among other things, take such actions as the Administrative Agent is authorized to act as such upon take pursuant to this Agreement, the express conditions contained in this section 11Notes and the other Loan Documents. Notwithstanding As to any provision to the contrary elsewhere matters not expressly provided for in this Agreement, the Administrative Agent may, but shall not be required to, exercise any discretion or take any action; however, the Administrative Agent shall be required to act or to refrain from acting upon the written instructions of Requisite Lenders if the Administrative Agent shall be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of so acting or refraining from acting. Notwithstanding anything to the contrary herein, the Administrative Agent shall have no duties, responsibilities or fiduciary relationships with any duties or responsibilities, Lender except those expressly set forth herein or in this Agreement, the Notes and the other Credit Loan Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Agreement, the Notes or the other Loan Documents or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. (a) Each Lender Purchaser hereby irrevocably designates and appoints NCB Xxxxx Fargo Bank, National Association, as Administrative Agent to act as specified herein and in the other Credit Documentshereunder, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any LenderPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist against the Administrative Agent. . (b) The provisions of this section 11 Article IX are solely for the benefit of the Administrative AgentAgent and the Purchasers, and the Lenders, and the Borrower and its Subsidiaries Seller Parties shall not have any rights as a third third-party beneficiary of or otherwise under any of the provisions hereof. of this Article IX (other than as provided in Section 9.9), except that this Article IX shall not affect any obligations which the Administrative Agent or any Purchaser may have to any of the Seller Parties under the other provisions of this Agreement. (c) In performing its functions and duties under this Agreementhereunder, the Administrative Agent shall act solely as agent the Administrative Agent of the Lenders Purchasers and does not assume and nor shall not be deemed to have assumed any obligation or relationship of trust or agency or trust with or for any of the Borrower Seller Parties or any of its Subsidiariestheir respective successors and assigns.

Appointment. Each Supplemental Credit Lender hereby irrevocably designates and appoints NCB NationsBank of Tennessee, N.A. as Administrative Agent of such Supplemental Credit Lender to act as specified herein and in the other Supplemental Credit Documents, and each such Supplemental Credit Lender hereby irrevocably authorizes NCB the Agent, as the Administrative Agent agent for such Supplemental Credit Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Supplemental Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms hereof and of this Agreement and the other Supplemental Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Supplemental Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in the other Credit Documents, nor any fiduciary relationship with any Supplemental Credit Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Supplemental Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this section 11 Section are solely for the benefit of the Administrative Agent, Agent and the Lenders, Supplemental Credit Lenders and none of the Borrower and its Subsidiaries Credit Parties shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this AgreementCredit Agreement and the other Supplemental Credit Documents, the Administrative Agent shall act solely as the agent of the Supplemental Credit Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its SubsidiariesCredit Party.

Appointment. (i) Each Lender hereby irrevocably designates and appoints NCB Mellon Bank N.A. as Administrative the Agent to act as specified herein of such Lender under this Loan Agreement and in the other Credit Loan Documents, and each such . Each Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Loan Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, set forth herein or therein together with such other powers as are reasonably incidental thereto. Each Lender hereby irrevocably authorizes the Agent to execute and deliver each of the Loan Documents and to accept delivery of such of the other Loan Documents as may not require execution by the Agent. Each Lender agrees that the rights and remedies granted to the Agent under the Loan Documents shall be exercised exclusively by the Agent, and that no Lender shall have any right individually to exercise any such right or remedy, except to the extent expressly provided herein or therein. The Administrative Agent agrees to act as such upon on the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. Article X. (ii) The provisions of this section 11 Article X are solely for the benefit of the Administrative Agent, Agent and the Lenders, and the Borrower and its Subsidiaries Co-Borrowers shall not have any rights as a third party beneficiary of to rely on or enforce any of the provisions hereof. In performing its functions and duties under this Loan Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Borrower or any of its SubsidiariesCo-Borrowers.

Appointment. (a) Each Lender hereby irrevocably designates and appoints NCB JPMorgan Chase as the Administrative Agent to act Agent, the Arrangers as specified herein the Arrangers, and in the other Credit DocumentsCo-Agents as the Co-Agents of such Lender under this Agreement, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such LenderAgent, the Arrangers, and the Co-Agents to take such action actions on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, set forth herein or therein together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees Agent, the Arrangers and the Co-Agents each agree to act as such upon on the express conditions contained in this section 11Article XII. Notwithstanding any provision to The Administrative Agent shall administer this Agreement and service the contrary elsewhere in this Agreement, Loans with the same degree of care as the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or would use in the other Credit Documents, nor any fiduciary relationship with any Lender, servicing a loan of similar size and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. type for its own account. (b) The provisions of this section 11 Article XII are solely for the benefit of the Administrative Agent, the Arrangers, the Co-Agents and the other Lenders, and neither the Borrower, any Qualified Borrower, the General Partner nor any Subsidiary of the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of to rely on or enforce any of the provisions hereofhereof (other than as expressly set forth in Section 12.7). In performing its their respective functions and duties under this Agreement, the Administrative Agent, each Arranger, and each Co-Agent shall act solely as agent agents of the Lenders and does do not assume and shall not be deemed to have assumed any obligation or relationship of agency agency, trustee or trust fiduciary with or for any General Partner, the Borrower Borrower, any Qualified Borrower, or any Subsidiary of its Subsidiariesthe Borrower. The Administrative Agent, each Arranger and each Co-Agent may perform any of their respective duties hereunder, or under the Loan Documents, by or through their respective agents or employees.

Appointment. Each Lender and each Issuing Bank hereby irrevocably designates and appoints NCB as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as of the Administrative Agent and the Collateral Agent (for purposes of this Article 9, the Administrative Agent and the Collateral Agent are referred to collectively as the “Agents”) as an agent of such LenderLender under this Agreement and the other Loan Documents. Each Lender and each Issuing Bank irrevocably authorizes each Agent, in such capacity, through its agents or employees, to take such action actions on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative such Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other actions and powers as are reasonably incidental thereto. The Administrative Agent agrees Other than with respect to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this AgreementSection 9.05, 9.12 and 9.13, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Article 9 are solely for the benefit of the Administrative AgentAgents, the Lenders and the Issuing Banks, and the Lenders, and the Borrower and its Subsidiaries no Loan Party shall not have any rights as a third party beneficiary of any such provisions. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to (i) execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions hereofof this Agreement and the other Loan Documents and (ii) negotiate, enforce or settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Required Lenders, which negotiation, enforcement or settlement will be binding upon each Lender. In performing its functions and duties under this Agreementhereunder, the Administrative each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings, the Borrower or any of its respective Subsidiaries. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment. Each Lender hereby irrevocably designates and appoints NCB Bankers Trust Company as the Administrative Agent to act as specified herein and in Collateral Agent of such Lender under the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB Bankers Trust Company as the Administrative Agent and Collateral Agent for such Lender, to enter into the Loan Documents and take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent and the Collateral Agent by the terms of this Agreement and the other Credit Loan Documents, respectively, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreementthe Loan Documents, the Administrative Agent and Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent or Collateral Agent shall be read into this Agreement the Loan Documents or otherwise exist against the Administrative Agent or Collateral Agent. The provisions of this section 11 Article VIII are solely for the benefit of the Administrative Agent and Collateral Agent, and the Lenders, Lenders and the Borrower and its Subsidiaries shall not have any no rights as a third party beneficiary of or otherwise under any of the provisions hereofin the Loan Documents. In performing its functions and duties under this Agreementthe Loan Documents, the Administrative Agent and Collateral Agent shall act solely as the agent of the Lenders and does not assume and nor shall not be deemed to have assumed any obligation or relationship of trust or agency or trust with or for the Borrower or any of its Subsidiariessuccessors and assigns.

Appointment. Each Lender hereby irrevocably designates and appoints NCB as the Administrative Agent to act as specified herein the agent of such Lender under this Agreement and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for Agent, in such Lendercapacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The For the avoidance of doubt, each Lender hereby irrevocably authorizes and directs the Administrative Agent agrees as the agent for such Lender to act execute and deliver intercreditor agreements, substantially in the form attached hereto as Exhibit E-1 and E-2, in connection with any Indebtedness incurred under Sections 10.1(a), 10.1(k), 10.1(p), 10.1(n). 10.1(o), 10.1(r) on their behalf (with such upon changes thereto as agreed by the express conditions contained Administrative Agent in this section 11its sole discretion). Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for Neither the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of Syndication Agent nor any of the provisions hereof. In performing its functions and Co-Documentation Agents, in their respective capacities as such, shall have any obligations, duties or responsibilities under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB as the Administrative Agent to act as specified herein the agent of such Lender under this Agreement and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for Agent, in such Lendercapacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Without limiting the generality of the foregoing, each Lender hereby authorizes the Administrative Agent to enter into each Security Document, any First Lien Intercreditor Agreement, any Second Lien Intercreditor Agreement and any other intercreditor or subordination agreements contemplated hereby on behalf of and for the benefit of the Lenders and the other Secured Parties and agrees to act as such upon be bound by the express conditions contained in this section 11terms thereof. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB DBAG as the Administrative Agent to act as specified herein of such Lender under this Agreement and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB DBAG, as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to or required of the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Issuing Lender, those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative AgentAgent or the Other Representatives. The provisions of this section 11 are solely for the benefit Each of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of Agents may perform any of the provisions hereof. In performing its functions and their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or may perform any of its Subsidiariesduties under the Security Documents by or through one or more of its affiliates).

Appointment. Each Lender Bank hereby irrevocably designates and appoints NCB Rabobank as Administrative Agent of such Bank (such term to include for purposes of this Section 11, Rabobank acting as Collateral Agent) to act as specified herein and in the other Credit Documents, and each such Lender Bank hereby irrevocably authorizes NCB Rabobank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section Section 11. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or in any other Credit Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor or any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section Section 11 are solely for the benefit of the Administrative AgentAgent and the Banks, and the Lenders, and the Borrower and neither Holdings nor any of its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders Banks and the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower Holdings or any of its Subsidiaries.

Appointment. Each Lender Bank hereby irrevocably designates and appoints NCB Chase as Administrative Agent of such Bank (such term to include for purposes of this Section 11, Chase acting as Collateral Agent) and to act as specified herein and in the other Credit Documents, and each such Lender Bank hereby irrevocably authorizes NCB Chase as the Administrative Agent for such LenderBank, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section Section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor or any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section Section 11 are solely for the benefit of the Administrative AgentAgent and the Banks, and the Lenders, and neither the Borrower and nor any of its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders Banks and does not assume the Administrative Agent neither assumes and nor shall not it be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB First Union as Administrative Agent of such Lender to act as specified herein and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB First Union as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11Section 9. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Loan Documents, nor or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Section 9 are solely for the benefit of the Administrative Agent, Agent and the Lenders, and neither the Borrower and Company nor any of its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and the Agent does not assume and shall not be deemed to have assumed any obligation or relationship of agency agent or trust with or for the Borrower Company or any of its Subsidiaries.

Appointment. Each KeyBank National Association is hereby appointed as Agent hereunder and under each other Loan Document, and each Lender hereby irrevocably designates and appoints NCB as Administrative authorizes the Agent to act as specified herein agent for Lender and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action on its behalf actions as Lender is obligated or entitled to take under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11Article in substantially the same manner that it would act in dealing with a loan held for its own account. Notwithstanding any provision to The obligations of the contrary elsewhere Agent hereunder are primarily administrative in nature, and nothing contained in this AgreementAgreement or any of the other Loan Documents shall be construed to constitute the Agent as a trustee for any Lender or to create an agency or fiduciary relationship. Agent shall act as the contractual representative of the Lenders hereunder, and notwithstanding the Administrative use of the term “Agent”, it is understood and agreed that Agent shall not have any fiduciary duties or responsibilitiesresponsibilities to any Lender by reason of this Agreement or any other Loan Document and is acting as an independent contractor, except the duties and responsibilities of which are limited to those expressly set forth herein or in this Agreement and the other Credit Loan Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Article are solely for the benefit of the Administrative Agent, Agent and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of to rely on or enforce any of the provisions hereofhereof except as provided in Sections 25.2 and 25.20 below. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders Lender and does not assume assume, and shall not be deemed to have assumed assumed, any obligation obligations toward or relationship of agency or trust with or for the Borrower or any of its SubsidiariesBorrower.

Appointment. Each Lender and each L/C Issuer hereby designates and appoints SunTrust as its Agent under this Agreement and the other Loan Documents. Each Lender hereby irrevocably designates and appoints NCB as Administrative authorizes Agent to act as specified herein execute and in deliver the other Credit Documents, Collateral Documents and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action or to refrain from taking such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documentsset forth herein or therein, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees is authorized and empowered to act as such upon the express conditions contained in this section 11. Notwithstanding amend, modify, or waive any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into provisions of this Agreement or otherwise exist against the Administrative Agentother Loan Documents on behalf of Lenders subject to the requirement that certain of Lenders’ consent be obtained in certain instances as provided in this Section 8.2 and Section 9.2. The provisions of this section 11 Section 8.2 are solely for the benefit of the Administrative Agent, Agent and the Lenders, Lenders and the Borrower and neither Holdings nor any of its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Borrower Holdings or any of its Subsidiaries. Agent may perform any of its duties hereunder, or under the Loan Documents, by or through its agents or employees. Each Lender and Agent acknowledges that Agent’s legal counsel in connection with the transactions contemplated by this Agreement is acting as counsel to Agent and is not acting as counsel to such Lender. The rights and duties of Agent under this Agreement or any other Loan Document may not be amended, modified, terminated or waived without the written consent of Agent in addition to any other consent required hereunder.

Appointment. (a) Each Lender of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties, and each of the Issuing Banks hereby irrevocably designates and appoints NCB the entity named as Administrative Agent to act as specified herein and in the other Credit Documents, heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each such Lender hereby irrevocably and each Issuing Bank authorizes NCB as the Administrative Agent for such Lender, to take such action actions as agent on its behalf and to exercise such powers under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement under such agreements and the other Credit Documents, together with to exercise such other powers as are reasonably incidental thereto. The In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender and each Issuing Bank hereby grants to the Administrative Agent agrees any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Xxxxxx’s or such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. (b) As to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act as such or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the express conditions contained in this section 11. Notwithstanding any provision written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary elsewhere to this Agreement or any other Loan Document or applicable law, including any action that may be in this Agreementviolation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lenderduty to disclose, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall not be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely liable for the benefit of the Administrative Agentfailure to disclose, and the Lendersany information relating to any Borrower, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary other Obligor, any Subsidiary or any Affiliate of any of the provisions hereofforegoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under this Agreementthe other Loan Documents, the Administrative Agent shall act is acting solely as agent on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of agency or trust with or for any Lender, Issuing Bank or Secured Party or holder of any other obligation other than as expressly set forth herein and in the Borrower other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and the transactions contemplated hereby; and (ii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account. (d) The Administrative Agent may perform any of its Subsidiariesduties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. (e) None of the Lenders (or Affiliates thereof) identified in this Agreement, or hereafter appointed by the Administrative Agent, as “Documentation Agents”, “Lead Left Lead Arranger”, “Joint Lead Arranger”, “Joint Bookrunner”, “Syndication Agent” or other similar titles shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder.

Appointment. Each Lender hereby irrevocably designates and appoints NCB KeyBank as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB KeyBank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any LenderLender or Letter of Credit Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Article are solely for the benefit of the Administrative Agent, Agent and the Lenders, and the Borrower and its Subsidiaries no Credit Party shall not have any rights as a third third-party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB NationsBank, N.A. as Administrative Agent administrative agent (in such capacity hereunder, the "Agent") of such Lender to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB the Agent, as the Administrative Agent agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms hereof and of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this section 11 Section (other than Section 10.9) are solely for the benefit of the Administrative Agent, Agent and the Lenders, and the Borrower Borrowers and its Subsidiaries the other Credit Parties shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this AgreementCredit Agreement and the other Credit Documents, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the either Borrower or any of its Subsidiariesother Credit Party.

Appointment. Each Lender hereby irrevocably designates and appoints NCB as Administrative Agent National City Bank to act as specified herein and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB National City Bank as the Administrative Global Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to to, the Administrative Global Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Global Agent agrees to act as such upon the express conditions contained in this section 11Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Global Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Loan Documents, nor any fiduciary relationship with any LenderLender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Global Agent. The provisions of this section 11 Article are solely for the benefit of the Administrative Agent, Global Agent and the Lenders, and the Borrower and its Subsidiaries no Credit Party shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Global Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower Borrowers or any of its their Subsidiaries.

Appointment. Each Lender and the Letter of Credit Issuer hereby irrevocably designates and appoints NCB JPMCB as Administrative Agent (for purposes of this Article IX, the term “Administrative Agent” shall mean JPMCB in its capacity as Administrative Agent hereunder and in its capacity as Collateral Agent pursuant to the Security Documents), Calyon New York Branch as Syndication Agent, Bank of America, N.A. as Co-Documentation Agent and The Bank of Nova Scotia as Co-Documentation Agent, J.X. Xxxxxx Securities Inc. as Co-Lead Arranger and Joint Bookrunner and Gxxxxxx Sachs Credit Partners L.P. as Co-Lead Arranger and Joint Bookrunner, in each case to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with with, in the case of the Administrative Agent and the Collateral Agent, such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11Article IX. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or in any other Credit Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Article IX are solely for the benefit of the Administrative Agent, Agent and the Lenders, and the Borrower and neither Holdings nor any of its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower Holdings or any of its Subsidiaries. Notwithstanding anything herein to the contrary, neither of the Co-Lead Arrangers and Joint Bookrunners nor (in their capacities as such) Agents listed on the cover page hereof shall have any powers, duties or responsibilities under any Credit Document.

Appointment. Each Lender hereby irrevocably designates and appoints NCB NationsBank, N.A. as administrative agent (in such capacity, the "Administrative Agent Agent") of such Lender to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB the Administrative Agent as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms hereof and of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Each Lenders further directs and authorizes the Administrative Agent agrees to act as such upon execute releases (or similar agreements) to give effect to the express conditions contained in provisions of this section 11Credit Agreement and the other Credit Documents. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this section 11 Section are solely for the benefit of the Administrative Agent, Agent and the Lenders, Lenders and none of the Borrower and its Subsidiaries Credit Parties shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this AgreementCredit Agreement and the other Credit Documents, the Administrative Agent shall act solely as agent Administrative Agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower any Credit Party or any of its Subsidiariestheir respective Affiliates.

Appointment. Each Lender hereby irrevocably designates and appoints NCB Citi, as the Administrative Agent to act as specified herein and in Collateral Agent of such Lender under this Agreement and the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB Citi, as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to or required of the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Collateral Agent, those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative AgentAgents or the Other Representatives. The provisions of this section 11 are solely for the benefit Each of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of Agents may perform any of the provisions hereof. In performing its functions and their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or Collateral Agent may perform any of its Subsidiariestheir respective duties under the Security Documents by or through one or more of their respective affiliates).

Appointment. (a) Each Lender and the Issuing Bank hereby irrevocably designates and appoints NCB Bank of America, N.A. as the Administrative Agent to act Agent, the Arranger as specified herein the Arranger, and in the other Credit DocumentsCo-Agents as the Co-Agents of such Lender under this Agreement, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such LenderAgent, the Arranger, and the Co-Agents to take such action actions on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, set forth herein or therein together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees Agent, the Arranger and the Co-Agents each agree to act as such upon on the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. Article XII. (b) The provisions of this section 11 Article XII are solely for the benefit of the Administrative Agent, the Arranger, the Co-Agents, the Issuing Bank and the other Lenders, and neither the Borrower, any Qualified Borrower, the General Partner nor any Subsidiary of the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of to rely on or enforce any of the provisions hereofhereof (other than as expressly set forth in Section 12.7). In performing its their respective functions and duties under this Agreement, the Administrative Agent, the Arranger, and each Co-Agent shall act solely as agent agents of the Lenders and does do not assume and shall not be deemed to have assumed any obligation or relationship of agency agency, trustee or trust fiduciary with or for any General Partner, the Borrower Borrower, any Qualified Borrower, or any Subsidiary of its Subsidiariesthe Borrower. The Administrative Agent, the Arranger and each Co-Agent may perform any of their respective duties hereunder, or under the Loan Documents, by or through their respective agents or employees.

Appointment. Each Lender of the Lenders hereby irrevocably designates and appoints NCB First Union as Administrative Agent to act and Managing Agent of such Lender and Fleet as specified herein Managing Agent and in Documentation Agent of such Lender under this Agreement and the other Credit Documents, Loan Documents and each such Lender hereby irrevocably authorizes NCB First Union as the Administrative Agent and Managing Agent and Fleet as Managing Agent and Documentation Agent, respectively, for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative each such Agent by the terms of this Agreement and the such other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or such other Loan Documents, none of the Administrative Agent Agents shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Loan Documents or otherwise exist against the Administrative such Agent. The To the extent any provision of this Agreement permits action by any Agent, such Agent shall, subject to the provisions of Section 13.11 hereof and of this section 11 are solely for Article XII, take such action if directed in writing to do so by the benefit of the Administrative Agent, and the Required Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB as Administrative Agent to act as specified herein and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Loan Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries no Credit Party shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its SubsidiariesCredit Party.

Appointment. Each Lender of the Lenders (including in any Lender’s other capacity hereunder) (each of the foregoing referred to as the “Lenders” for purposes of this Article VII) hereby irrevocably designates appoints the Administrative Agent as its agent and appoints NCB as authorizes the Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action actions on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documentshereof, together with such other actions and powers as are reasonably incidental thereto. The Administrative In furtherance of the foregoing, each Lender hereby appoints and authorizes the Collateral Agent agrees to act as the agent of such upon Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the express conditions contained in Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this section 11. Notwithstanding connection, the Collateral Agent (and any provision sub agents appointed by the Collateral Agent pursuant hereto for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights or remedies thereunder at the direction of the Collateral Agent) shall be entitled to the contrary elsewhere benefits of this Article VIII as though the Collateral Agent (and any such sub-agents) were an “Agent” under the Loan Documents, as if set forth in this Agreement, full herein with respect thereto. All rights and protections provided to the Administrative Agent here shall not have any duties or responsibilities, except those expressly set forth herein or in also apply to the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Collateral Agent. The provisions of this section 11 are solely for Person serving as the benefit of Administrative Agent and/or Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the Lenders, and the Borrower such bank and its Subsidiaries shall not have Affiliates may accept deposits from, lend money to and generally engage in any rights as a third party beneficiary kind of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust business with or for the Borrower or any of its SubsidiariesSubsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

Appointment. Each Lender hereby (a) irrevocably designates and appoints NCB as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB Petra as the Administrative Agent for such LenderLender and the other Lenders under this Agreement, the Notes and the other Loan Documents, and (b) irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement Agreement, the Notes and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement Agreement, the Notes and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees shall, among other things, take such actions as the Administrative Agent is authorized to act as such upon take pursuant to this Agreement, the express conditions contained in this section 11Notes and the other Loan Documents. Notwithstanding As to any provision to the contrary elsewhere matters not expressly provided for in this Agreement, the Administrative Agent may, but shall not be required to, exercise any discretion or take any action; however, the Administrative Agent shall be required to act or to refrain from acting upon the unanimous written instructions of the Lenders if the Administrative Agent shall be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of so acting or refraining from acting. Notwithstanding anything to the contrary herein, the Administrative Agent shall have no duties, responsibilities or fiduciary relationships with any duties or responsibilities, Lender except those expressly set forth herein or in this Agreement, the Notes and the other Credit Loan Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Agreement, the Notes or the other Loan Documents or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender Bank hereby irrevocably designates and appoints NCB Chase as Administrative Agent of such Bank and to act as specified herein and in the other Credit Documents, and each such Lender Bank hereby irrevocably authorizes NCB Chase as the Administrative Agent for such LenderBank, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11Section 10. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor or any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Section 10 are solely for the benefit of the Administrative AgentAgent and the Banks, and neither the Lenders, and the Borrower and Company nor any of its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders Banks and does not assume the Administrative Agent neither assumes and nor shall not it be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower Company or any of its Subsidiaries.

Appointment. Each Lender Bank hereby irrevocably designates and ----------- appoints NCB BTCo as Administrative Agent of such Bank (for purposes of this Section 12, the term "Administrative Agent" shall mean BTCo in its capacity as Administrative Agent hereunder and Collateral Agent pursuant to act as specified herein and in the other Credit Security Documents), and each such Lender Bank hereby irrevocably authorizes NCB as the Administrative Agent for such LenderAgent, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11Section 12. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or in any other Credit Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor or any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Section 12 are solely for the benefit of the Administrative AgentAgent and the Banks, and the Lenders, and neither the Borrower and nor any of its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders Banks and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB KeyBank as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB KeyBank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11Article XI. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Article XI are solely for the benefit of the Administrative Agent, and the Lenders, and the no Borrower and its or any of their respective Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the any Borrower or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB First Capital as Administrative Agent to act as specified herein its agent under this Agreement and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action or to refrain from taking such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated set forth herein or therein (including consummation of any sale of the Loan Documents and Obligations pursuant to the Administrative Agent by the terms of this Agreement and the other Credit DocumentsIntercreditor Agreement), together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees is authorized and empowered to act as such upon the express conditions contained in this section 11. Notwithstanding amend, modify, or waive any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into provisions of this Agreement or otherwise exist against the Administrative Agentother Loan Documents on behalf of Lenders. The provisions of this section 11 Section 16(a) are solely for the benefit of the Administrative Agent, Agent and the Lenders, Lenders and the neither any Borrower and its Subsidiaries nor any Obligor shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent an administrative representative of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Lenders, any Borrower or any Obligor. Without limiting the foregoing, the duties of Agent shall be ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, issuing bank, participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent may perform any of its Subsidiariesduties hereunder, or under the Loan Documents, by or through its agents or employees.

Appointment. (a) Each Lender hereby irrevocably designates and appoints NCB Bank of America as Administrative its Agent to act as specified herein and in the other Credit Documentshereunder, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any LenderLender or Liquidity Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or otherwise exist against the Administrative Agent. . (b) The provisions of this section 11 Article XI are solely for the benefit of the Administrative Agent, Agent and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third third-party beneficiary of or otherwise under any of the provisions hereof. of this Article XI, except that this Article XI shall not affect any obligations which the Agent or any Lender may have to the Borrower under the other provisions of this Agreement. (c) In performing its functions and duties under this Agreementhereunder, the Administrative Agent shall act solely as the agent of the Lenders Secured Parties and does not assume and nor shall not be deemed to have assumed any obligation or relationship of trust or agency or trust with or for the Borrower or any of its Subsidiariestheir respective successors and assigns.

Appointment. (a) Each Lender of the Lenders and each Overdraft Provider in such capacity hereby irrevocably designates and (i) appoints NCB DB to act on its behalf as Administrative Agent hereunder, as Collateral Agent under all Collateral Documents (for purposes of this Agreement, the term “Administrative Agent” shall include DB in its capacity as Collateral Agent pursuant to the Collateral Documents) to act as herein specified herein and in the other Credit Loan Documents, and each such including amending the Loan Documents pursuant to Section 12.1. Each Lender hereby irrevocably authorizes NCB as and each holder of any Note by the acceptance of such Note shall be deemed to irrevocably authorize Administrative Agent, Collateral Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and hereof, the other Credit Loan Documents (including, without limitation, to give notices and take such actions on behalf of the Requisite Lenders as are consented to in writing by the Requisite Lenders) and any other instruments, documents and agreements referred to herein or therein and to exercise such powers hereunder and perform such duties thereunder as are expressly specifically delegated to the Administrative Agent or Collateral Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental thereto. The Administrative Each Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding may perform any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any of its duties or responsibilities, except those expressly set forth herein or in hereunder and under the other Credit Loan Documents, nor by or through its officers, directors, agents, employees or affiliates. Each Agent may perform any fiduciary relationship with any Lenderof its duties hereunder and under the other Loan Documents, and no implied covenantsby or through its officers, functionsdirectors, responsibilitiesagents, duties, obligations employees or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agentaffiliates. The provisions of this section 11 Article are solely for the benefit of the Administrative Agent, Agent and the Lenders, and the Borrower and its Subsidiaries no Loan Party shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiariessuch provisions.

Appointment. Each Lender hereby irrevocably designates and appoints NCB ABN AMRO Bank N.V. as Administrative Agent to act as specified herein and in the other Credit Documentshereunder, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Article X are solely for the benefit of the Administrative Agent, Agent and the Lenders, Lenders and the Borrower and its Subsidiaries shall not have any rights as a third third-party beneficiary of any of the provisions hereof. or otherwise under this Article X. In performing its functions and duties under this Agreementduties, the Administrative Agent shall act solely as the agent of the Lenders and does not assume and nor shall not be deemed to have assumed any obligation or relationship of trust or agency or trust with or for the Borrower or any of its Subsidiariesrespective successors and assigns. The Agent shall not be required to expend its funds if repayment or adequate indemnity is not assured to it under terms and conditions acceptable to the Agent. The Agent shall hold that portion of the Secured Interest consisting of the Interest of a Lender for the benefit of such Lender.

Appointment. Each Lender of the CP Conduit Purchasers, the Committed Purchasers and the Funding Agents hereby irrevocably designates and appoints NCB as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for as the agent of such LenderPerson under this Agreement and irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The To the extent the Administrative Agent agrees takes any such action, the Transferor, each Seller and the Collection Agent, in dealing with the Administrative Agent, shall have the right to act as such upon assume that the express conditions contained in this section 11Administrative Agent is authorized to so act, absent actual knowledge to the contrary. Notwithstanding any provision to the contrary elsewhere in this Agreement, (i) the Administrative Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any LenderCP Conduit Purchaser, any Committed Purchaser or any Funding Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions ; and (ii) in no event shall the Administrative Agent be liable under or in connection with this Agreement for indirect, special, or consequential losses or damages of this section 11 are solely for the benefit any kind, including lost profits, even if advised of the Administrative Agent, possibility thereof and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any regardless of the provisions hereofform of action by which such losses or damages may be claimed. In performing its functions and duties under this Agreementhereunder, the Administrative Agent shall act solely as the agent of the Lenders CP Conduit Purchasers, the Committed Purchasers and the Funding Agents, and the Administrative Agent does not assume and assume, nor shall not be deemed to have assumed assumed, any obligation or relationship of trust or agency or trust with or for the Borrower or any of its Subsidiariessuch Person.

Appointment. Each Lender hereby irrevocably designates and appoints NCB PNC Bank, National Association, as Administrative Agent to act as specified herein of such Lender under this Agreement and in each of the other Credit DocumentsNotes and the Guaranty Agreement, and each such Lender hereby irrevocably authorizes NCB PNC Bank, National Association, as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement Agreement, the Notes and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement Agreement, the Notes and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or any Note or the other Loan Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any Note or the other Loan Documents or otherwise exist against the Administrative Agent. The provisions of this section 11 Section 10 are solely for the benefit of the Administrative Agent, the Lenders and the LendersLC Issuer, and the neither Borrower and its Subsidiaries nor any other Loan Party shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiariessuch provisions.

Appointment. Each Lender hereby irrevocably designates and appoints NCB JPMorgan Chase Bank as the Administrative Agent, CSFB as the Syndication Agent to act and Bank of America, N.A. and U.S. Bank N.A. as specified herein the Co-Documentation Agents under this Agreement and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB JPMorgan Chase Bank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent, the Syndication Agent nor the Co-Documentation Agents shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement the Credit Documents or otherwise exist against the Administrative Agent, the Syndication Agent or the Co-Documentation Agents. The provisions of Each Lender recognizes and agrees that the Syndication Agent shall have no duties or responsibilities under this section 11 are solely for the benefit of the Administrative AgentAgreement or any other Credit Document, or any fiduciary relationship with any Lender, and the Lendersshall have no functions, and the Borrower and its Subsidiaries shall not have any rights responsibilities, duties, obligations or liabilities for acting as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Syndication Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiarieshereunder.

Appointment. Each Lender hereby irrevocably designates and appoints NCB First Union National Bank as Administrative Agent and JPMorgan Chase Bank as Syndication Agent of such Lender to act as specified herein and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB the Agents, as the Administrative Agent agents for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms hereof and of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Loan Documents, the Administrative Agent Agents shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Loan Documents, or shall otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereofAgents. In performing its functions and duties under this AgreementAgreement and the other Loan Documents, the Administrative each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Borrower. Without limiting the generality of the foregoing two sentences, the use of the term "agent" herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article IX (other than Section 9.09) are solely for the benefit of the Agents and the Lenders and no Borrower or shall have any rights as a third party beneficiary of its Subsidiariesthe provisions hereof (other than Section 9.09).

Appointment. Each Lender hereby irrevocably designates and appoints NCB Bankers Trust Company as the Administrative Agent to act as specified herein and in the other Credit Documentsof such Lender under this Agreement, and each such Lender hereby irrevocably authorizes NCB Bankers Trust Company as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit DocumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Article 8 are solely for the benefit of the Administrative Agent, Agent and the Lenders, Lenders and the Borrower and its Subsidiaries shall not have any no rights as a third party beneficiary of or otherwise under any of the provisions hereof. In performing its functions and duties under this Agreementhereunder, the Administrative Agent shall act solely as the agent of the Lenders and does not assume and nor shall not be deemed to have assumed any obligation or relationship of trust or agency or trust with or for the Borrower or any of its Subsidiariessuccessors and assigns.

Appointment. (a) Each Lender and the Issuing Bank hereby irrevocably designates and appoints NCB Bank of America, N.A. as the Administrative Agent to act Agent, the Arrangers as specified herein the Arrangers, and in the other Credit DocumentsCo-Agents as the Co-Agents of such Lender under this Agreement, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such LenderAgent, the Arrangers, and the Co-Agents to take such action actions on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, set forth herein or therein together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees Agent, the Arrangers and the Co-Agents each agree to act as such upon on the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. Article XII. (b) The provisions of this section 11 Article XII are solely for the benefit of the Administrative Agent, the Arrangers, the Co-Agents, the Issuing Bank and the other Lenders, and neither the Borrower, any Qualified Borrower, the General Partner nor any Subsidiary of the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of to rely on or enforce any of the provisions hereofhereof (other than as expressly set forth in Section 12.7). In performing its their respective functions and duties under this Agreement, the Administrative Agent, each Arranger, and each Co-Agent shall act solely as agent agents of the Lenders and does do not assume and shall not be deemed to have assumed any obligation or relationship of agency agency, trustee or trust fiduciary with or for any General Partner, the Borrower Borrower, any Qualified Borrower, or any Subsidiary of its Subsidiariesthe Borrower. The Administrative Agent, each Arranger and each Co-Agent may perform any of their respective duties hereunder, or under the Loan Documents, by or through their respective agents or employees.

Appointment. Each Lender and Issuer hereby irrevocably designates and appoints NCB as Administrative Agent Mizuho to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, Lender or Issuer under this Agreement and the other Loan Documents. Each Lender and Issuer hereby irrevocably authorizes Mizuho as Administrative Agent to take such action on its behalf of such Lender or Issuer under the provisions of this Agreement and the other Credit Documents Loan Documents, and to exercise such powers and to perform such duties duties, as are expressly delegated to or required of the Administrative Agent by the terms of this Agreement and the other Credit Documentshereof or thereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent Mizuho hereby agrees to act as such upon Administrative Agent on behalf of the express Lenders and Issuers on the terms and conditions contained set forth in this section 11Agreement and the other Loan Documents, subject to its right to resign as provided in Section 11.10 hereof. Notwithstanding any provision to the contrary elsewhere in this Agreement, Each Lender and Issuer hereby irrevocably authorizes the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in to execute and deliver each of the Loan Documents and to accept delivery of such of the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Loan Documents as may not require execution by the Administrative Agent. The provisions of this section 11 are solely for Each Lender and Issuer agrees that the benefit of rights and remedies granted to the Administrative Agent under the Loan Documents shall be exercised exclusively by the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries that no Lender or Issuer shall not have any rights as a third party beneficiary of right individually to exercise any of such right or remedy, except to the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation extent expressly provided herein or relationship of agency or trust with or for the Borrower or any of its Subsidiariestherein.

Appointment. Each Lender Bank One, NA is hereby appointed Administrative Agent hereunder and under each other Loan Document, and each of the Lenders irrevocably designates and appoints NCB as authorizes the Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for agent of such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11Article X. The Administrative Agent shall not have a fiduciary relationship in respect of the Borrower or any Lender by reason of this Agreement. Notwithstanding any provision to the contrary elsewhere in this Agreement, use of the defined term "Administrative Agent," it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties or responsibilitiesas are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' contractual representative, except the Administrative Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of the Lenders within the meaning of Section 9-102 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth herein or in this Agreement and the other Credit Loan Documents, nor any fiduciary relationship with any Lender, and . Each of the Lenders hereby agrees to assert no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist claim against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have Agent on any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower theory or any other theory of its Subsidiariesliability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment. Each Lender hereby irrevocably designates and appoints NCB Citi, as the Administrative Agent to act as specified herein and in Term Collateral Agent of such Lender under this Agreement and the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB Citi, as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to or required of the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent and the Term Collateral Agent, those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative AgentAgents or the Other Representatives. The provisions of this section 11 are solely for the benefit Each of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of Agents may perform any of the provisions hereof. In performing its functions and their respective duties under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or Term Collateral Agent may perform any of its Subsidiariestheir respective duties under the Security Documents by or through one or more of their respective affiliates).

Appointment. Each Lender hereby irrevocably designates and appoints NCB KeyBank National Association as Administrative Agent to act as specified herein and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB KeyBank National Association as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Loan Documents, nor any fiduciary relationship with any LenderLender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 Article are solely for the benefit of the Administrative Agent, Agent and the Lenders, and the Borrower and its Subsidiaries no Loan Party shall not have any rights as a third third-party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower Borrowers or any of its their Subsidiaries.

Appointment. (a) Each Lender Purchaser hereby irrevocably designates and appoints NCB Wachovia Bank, National Association, as Administrative Agent to act as specified herein and in the other Credit Documentshereunder, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Transaction Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any LenderPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist against the Administrative Agent. . (b) The provisions of this section 11 Article IX are solely for the benefit of the Administrative AgentAgent and the Purchasers, and the Lenders, and the Borrower and its Subsidiaries neither of Seller Parties shall not have any rights as a third third-party beneficiary of or otherwise under any of the provisions hereof. of this Article IX, except that this Article IX shall not affect any obligations which the Administrative Agent or any Purchaser may have to either of Seller Parties under the other provisions of this Agreement. (c) In performing its functions and duties under this Agreementhereunder, the Administrative Agent shall act solely as agent the Administrative Agent of the Lenders Purchasers and does not assume and nor shall not be deemed to have assumed any obligation or relationship of trust or agency or trust with or for the Borrower either of Seller Parties or any of its Subsidiariestheir respective successors and assigns.

Appointment. Each Lender Bank hereby irrevocably designates designates, appoints and appoints NCB as Administrative Agent authorizes PNC Bank to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such LenderBank under this Agreement and to execute and deliver or accept on behalf of each of the Banks the other Loan Documents. Each Bank hereby irrevocably authorizes, and each holder of any Note by the acceptance of a Note shall be deemed irrevocably to authorize, the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and any other instruments and agreements referred to herein, and to exercise such powers and to perform such duties hereunder as are expressly specifically delegated to or required of the Administrative Agent by the terms of this Agreement and the other Credit Documentshereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent PNC Bank agrees to act as such upon the express conditions contained in this section 11. Notwithstanding any provision Administrative Agent on behalf of the Banks to the contrary elsewhere extent provided in this Agreement, . None of the Administrative Agent Banks designated on the facing page or signature pages of this Agreement as the “Syndication Agent” or as a “Co-Documentation Agent” shall not have any duties right, power, obligation, liability, responsibility, or responsibilitiesduty under this Agreement other than those applicable to all Banks as such. Without limiting the foregoing, except those expressly set forth herein none of the Banks so identified as the “Syndication Agent” or in the other Credit Documents, nor as a “Co-Documentation Agent” shall have or be deemed to have any fiduciary relationship with any Lender, Bank. Each Bank acknowledges that it has not relied and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read will not rely on any of the Banks so identified in deciding to enter into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall in taking or not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiariestaking action hereunder.

Appointment. Each Lender The Lenders hereby irrevocably designates designate and appoints NCB appoint MSSF as Administrative Agent and Security Agent (for purposes of this Section 11 and Section 12.01, the term “Administrative Agent” also shall include MSSF in its capacity as Security Agent pursuant to the Security Documents) to act as specified herein and in the other Credit DocumentsDocuments and MSSF hereby accepts such designation and appointment. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Lender hereby Note shall be deemed irrevocably authorizes NCB as to authorize the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are expressly specifically delegated to or required of the Administrative Agent by the terms of this Agreement hereof and the other Credit Documents, together with thereof and such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions may perform any of its duties and exercise its rights and powers hereunder by or through its officers, directors, agents, sub-agents, employees or affiliates. Any sub-agent may perform any and all its duties and exercise its rights and powers by or through its directors, trustees, officers, employees, agents, advisors or affiliates. The exculpatory provisions contained in this section 11. Notwithstanding any provision Section 11 shall apply to the contrary elsewhere in this Agreement, the Administrative Agent shall not have and any duties or responsibilitiessub-agent and to their respective directors, except those expressly set forth herein or in the other Credit Documentstrustees, nor any fiduciary relationship with any Lenderofficers, employees, agents, advisors and affiliates, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against apply to their respective activities in connection with the Administrative Agent. The provisions of this section 11 are solely for the benefit syndication of the Administrative AgentLoans, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative well as activities as Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiariessub-agent.

Appointment. Each Lender hereby irrevocably designates ----------- and appoints NCB Chemical as Administrative Agent of such Lender (such term to include for purposes of this Section 11, Chemical acting as Collateral Agent) and The First National Bank of Chicago, as successor to NBD Bank and Fleet Bank Massachusetts, N.A. as Co-Agents to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB Chemical as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent and each Co-Agent agrees to act as such upon the express conditions contained in this section Section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Co-Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent or any Co-Agent. The provisions of this section Section 11 are solely for the benefit of the Administrative Agent, the Co-Agents and the Lenders, and the Borrower and its Subsidiaries and, except as provided in Section 11.9, no Credit Party shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent and each Co-Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party. Neither of the Borrower Co-Agents, in such capacity, shall have any duties, responsibilities, obligations, liabilities or any of its Subsidiariesfunctions under this Agreement or the other Credit Documents.

Appointment. Each Lender hereby irrevocably designates and appoints NCB as Administrative Agent to act as specified herein Hellxx xx its agent under this Agreement and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action or to refrain from taking such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documentsset forth herein or therein, together with such other powers as are reasonably incidental thereto. The Administrative Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Loan Documents on behalf of Lenders subject to the requirement that certain of Lenders' consent be obtained in certain instances as provided in this Agreement (including, without limitation, subsection 10.3). Agent agrees to act as such upon on the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agentsubsection 9.2. The provisions of this section 11 subsection 9.2 are solely for the benefit of the Administrative Agent, Agent and the Lenders, Lenders and the neither Borrower and its Subsidiaries nor any other Loan Party shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent an administrative representative of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Lenders, Borrower or any other Loan Party. Agent may perform any of its Subsidiariesduties hereunder or under the other Loan Documents, by or through its agents or employees.

Appointment. Each Lender hereby irrevocably designates and appoints NCB Wachovia as Administrative Agent administrative agent of such Lender to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB the Administrative Agent as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms hereof and of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Each Lender further directs and authorizes the Administrative Agent agrees to act as such upon execute releases (or similar agreements) to give effect to the express conditions contained in provisions of this section 11Credit Agreement and the other Credit Documents. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this section 11 Section are solely for the benefit of the Administrative Agent, Agent and the Lenders, Lenders and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this AgreementCredit Agreement and the other Credit Documents, the Administrative Agent shall act solely as agent Administrative Agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiariesaffiliates.

Appointment. (a) Each Lender of the Lenders hereby irrevocably designates appoints Administrative Agent as its agent and appoints NCB as authorizes Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action actions on its behalf under and to exercise such powers as are delegated to Administrative Agent by the provisions terms hereof, together with such actions and powers as are reasonably incidental thereto and to execute, deliver, administer and perform the Agreement and each other Loan Document to which it is a party (including in which it is expressed to be a party for the benefit of the Secured Parties). Administrative Agent shall administer this Agreement and the other Credit Loan Documents to which it is a party and service the Loans in accordance with the terms and conditions of this Agreement. (b) Each of the Secured Parties hereby irrevocably appoints Collateral Agent as its agent and authorizes Collateral Agent to take such actions on its behalf and to exercise such powers and perform such duties as are expressly delegated to the Administrative Collateral Agent by the terms of this Agreement hereof and the other Credit DocumentsLoan Documents to which it is a party, together with such other actions and powers as are reasonably incidental thereto. The Administrative Agent agrees thereto and to act as such upon the express conditions contained execute, deliver and perform each Loan Document to which it is a party (including in this section 11. Notwithstanding any provision which it is expressed to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely a party for the benefit of the Secured Parties). (c) As to any matters not expressly provided for in this Agreement, or in any other Loan Document to which it is a party, Administrative Agent shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and Collateral Agent shall act upon the instructions of Administrative Agent, and, in each case, such instructions shall be binding upon all Lenders. (d) Administrative Agent agrees to deliver promptly to each Lender a copy of each material notice, report, financial statement or other material documents given to it by Borrower pursuant to the terms of the Loan Documents. In addition, Administrative Agent shall provide to each Lender copies of any material reports of any consultants retained by Administrative Agent, including without limitation, the Independent Engineer, and Administrative Agent shall schedule inspections of the Property for any Lender upon the reasonable request of such Lender. (e) Except as otherwise expressly provided in this Agreement, or in any other Loan Document to which it is a party, Administrative Agent and Collateral Agent shall take all such actions hereunder and under the other Loan Documents to which it is a party which are not inconsistent with the terms hereof or thereof as the Required Lenders shall instruct Administrative Agent, and Administrative Agent shall instruct Collateral Agent (and Administrative Agent and Collateral Agent shall be fully protected in so acting or refraining from acting upon such instructions) and such instructions shall be binding upon all of the Lenders; provided, and however, that the Borrower and its Subsidiaries Required Lenders shall not have the right to require any rights as a third party beneficiary Lender to exceed its Commitment. (f) Promptly after Administrative Agent acquires actual knowledge thereof, Administrative Agent will give written notice to each Lender of any Lien on the Property or Default or Unmatured Default under this Agreement or any of the provisions hereofother Loan Documents, including, without, limitation, notice if any payment of principal or interest on the Loans is not made when due. In performing its functions Administrative Agent agrees to consult with the Lenders in respect of any material remedial action to be taken in respect of any such Default or Unmatured Default (which consultation shall include Administrative Agent’s request for the additional fees it will require from the Lenders in connection with dealing with such Default or Unmatured Default and duties under this Agreementproposed workout of the Loans) and shall act in accordance in all material respects with any decision of the Required Lenders (and shall be fully protected in so acting). Administrative Agent agrees that during any period of any Default, Administrative Agent will not take any remedial action without the prior agreement and consent of the Required Lenders. (g) Administrative Agent shall act solely promptly distribute to each Lender that is not a Defaulting Lender its Applicable Percentage of any payment on account of principal or interest received by Administrative Agent by credit to an account of such Lender in accordance with written wiring instructions received by Administrative Agent from such Lender, or to such other Person or in such other manner as agent such Lender may designate, provided any other designated account is maintained at a commercial bank located in the United States of the Lenders and does not assume and America. If any payments are received by Administrative Agent after 3:00 p.m. (New York time), then provided Administrative Agent shall not be deemed able to have assumed distribute to each Lender its Applicable Percentage of any obligation or relationship of agency or trust with or such payment on the same day as such payment is received by Administrative Agent, Administrative Agent shall hold such payment to the extent not so distributed for the Borrower or benefit of the respective Lenders ratably, shall invest any such Lender’s Applicable Percentage of such payment not so distributed in overnight federal funds for the benefit of such Lender and such Lender shall be entitled to receive its SubsidiariesApplicable Percentage of such payment together with interest earned thereon on the following Business Day.

Appointment. Each Lender hereby irrevocably designates and appoints NCB Fortis as Administrative Agent to act as specified herein of such Lender under this Agreement and in the other Credit Loan Documents and as Administrative Agent of the Secured Parties under and pursuant to the Security Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for Agent, in such Lendercapacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act Each Lender hereby irrevocably designates and appoints the Arrangers in their capacity as such upon under this Agreement and the express conditions contained other Loan Documents, and each such Lender irrevocably authorizes the Arrangers, in such capacity, to take such action on its behalf under the provisions of this section 11Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Arrangers by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement, none of the Administrative Agent, the Syndication Agent or the Arrangers shall not have any duties or responsibilities, except those expressly set forth herein herein, or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Syndication Agent shall act solely as agent of or the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its SubsidiariesArrangers.

Appointment. Each Lender hereby irrevocably designates and appoints NCB as Administrative Agent KeyBank to act as specified herein and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB KeyBank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to to, the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Loan Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The Except for Section 9.11, the provisions of this section 11 Article IX are solely for the benefit of the Administrative Agent, Agent and the Lenders, and the Borrower and its Subsidiaries no Credit Party shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB Barclays as Administrative Agent of such Lender (such term to include for purposes of this Section 11, Barclays acting as Administrative Agent) to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB Barclays as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section Section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section Section 11 are solely for the benefit of the Administrative Agent, Agent and the Lenders, and the Borrower and its Subsidiaries and, except as provided in Section 11.9, no Credit Party shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its SubsidiariesCredit Party.

Appointment. Each Lender Bank hereby irrevocably designates and appoints NCB Chase as Administrative Agent of such Bank and to act as specified herein and in the other Credit Documents, and each such Lender Bank hereby irrevocably authorizes NCB Chase as the Administrative Agent for such LenderBank, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section Section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor or any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section Section 11 are solely for the benefit of the Administrative AgentAgent and the Banks, and neither the Lenders, and the Borrower and Company nor any of its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders Banks and does not assume the Administrative Agent neither assumes and nor shall not it be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower Company or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates and appoints NCB JPMorgan Chase Bank as Administrative Agent (such term as used in this Section 11 to include JPMorgan Chase Bank, acting as Issuing Agent under this Agreement and each Letter of Credit), to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes NCB JPMorgan Chase Bank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section Section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this section Section 11 are solely for the benefit of the Administrative Agent, Agent and the Lenders, and the no Borrower and its Subsidiaries shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its SubsidiariesBorrower.

Appointment. Each Lender hereby irrevocably designates and appoints NCB as Administrative Agent KeyBank to act as specified herein and in the other Credit Loan Documents, and each such Lender hereby irrevocably authorizes NCB KeyBank as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Loan Documents and to exercise such powers and perform such duties as are expressly delegated to to, the Administrative Agent by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such upon the express conditions contained in this section 11Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Loan Documents, nor any fiduciary relationship with any LenderLender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The Except for Section 9.11, the provisions of this section 11 Article are solely for the benefit of the Administrative Agent, Agent and the Lenders, and the Borrower and its Subsidiaries no Credit Party shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. Each Lender hereby irrevocably designates appoints and appoints NCB authorizes CoBank, as Administrative Agent, to act as Administrative Agent to act as specified herein hereunder and in the under any other Credit Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise Loan Document with such powers and perform such duties as are expressly specifically delegated to the Administrative Agent by the terms of this Agreement and the any other Credit DocumentsLoan Document, together with such other powers as are reasonably incidental thereto. The Administrative Agent is authorized and empowered to amend, modify or waive any provisions of this Agreement or the other Loan Documents on behalf of Lenders, subject to the requirement that the consent of certain Lenders or all Lenders, as appropriate, be obtained in certain instances as provided in this Agreement. CoBank hereby agrees to act as such upon Administrative Agent on the express conditions contained in this section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Credit Documents, nor any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative AgentSubsection 8.2. The provisions of this section 11 Subsection 8.2 are solely for the benefit of the Administrative Agent, Agent and the Lenders, and the Borrower and its Subsidiaries shall not have any no rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent an Administrative Agent of the Lenders and does Administrative Agent shall not assume and shall not or be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Borrower any Loan Party or their respective Affiliates. Administrative Agent may execute any of its Subsidiariesduties under this Agreement or any other Loan Document by or through agents or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact that it selects with reasonable care.