Common use of Appointment Clause in Contracts

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit Party, 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 such Agent.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 12.1(c) with respect to the BorrowerJoint Lead Arrangers and Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to Holdings) are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and none of Holdings, the Borrower or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of 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 their respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) 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 as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 Administrative Agent agrees to act as such upon the express conditions contained in this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provisionsection 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any the other Credit DocumentDocuments, nor any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such 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 Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the applicable Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents and irrevocably authorizes the such 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 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 12.1(c) with respect to the BorrowerJoint 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 other Secured Bank PartiesLenders, and none of the Borrower or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Administrative Agent shall have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such Agentthe Administrative Agents. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any relationship of agency or trust with or for the Borrower or any of its respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 12.1(c) with respect to the BorrowerJoint Lead Arrangers and Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to Holdings) are solely for the benefit of the Agents and the Lenders, none of Holdings, the Borrowers or any other Secured Bank Parties, and the Borrower Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Xxxxxxx 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 Borrowers or any of their respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints NationsBank, N.A. as administrative agent (in such capacity as Agent hereunder, the Administrative "Agent") of such Lender to act as specified herein and the other Credit Documents, and each such Lender hereby authorizes the Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Document Documents, or shall otherwise exist against such the Agent. The provisions of this Section are solely for the benefit of the Agent and the Lenders and the Borrower shall have no rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its Affiliates.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the JPMorgan Chase Bank, N.A. as Administrative Agent as the agent of such Secured Bank Party under this Agreement Lender to act as specified herein and in the other Credit Documents Documents, and irrevocably each Lender hereby authorizes the Administrative Agent, in as the agent for such capacityLender, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Document Documents, or shall otherwise exist against such the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and none of the Borrowers or their Subsidiaries shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit 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 any Borrowers or their Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative GE Capital as its Agent as the agent of such Secured Bank Party under this Agreement and the other Credit Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver the Collateral Documents and irrevocably authorizes the Administrative Agent, in such capacity, 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. 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 Section 8.2 and Section 9.2. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) 8.2 are solely for the benefit of the Agents Agent and the Lenders and neither Borrower nor any other Secured Bank Parties, and the Borrower Credit Party shall not have any rights as a third party beneficiary of such provisionany of the provisions hereof. Notwithstanding any provision to the contrary elsewhere in In performing its functions and duties under this Agreement, no Agent shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any duties obligation toward or responsibilities, except those expressly set forth herein or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any of agency or trust obligations with respect to any Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement for Borrower or any other Credit Document Party. Agent may perform any of its duties hereunder, or otherwise exist against such Agentunder the Loan Documents, by or through its agents or employees.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 12.1(b) with respect to the Joint Lead Arrangers, the Joint Bookrunners, the Co-Syndication Agents and Sections 12.9, 12.12 the Co-Documentation Agents and 12.13 Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents Administrative Agent and the other Secured Bank PartiesLenders, and the Borrower shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent agents of such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative Agenteach agent, in such capacity, 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 or required of 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent the Agents and the Lead Arrangers shall not have any duties or responsibilities, except except, in the case of each Administrative Agent, each Collateral Agent and the Issuing Lender, those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such any Agent or the Lead Arrangers. Each of the Agents may perform any of 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 U.S. Administrative Agent, the U.S. Collateral Agent, the Canadian Administrative Agent and the Canadian Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates).

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 Article XIII (other than this Section 12.1 13.1(b) with respect to the Joint Lead Arrangers, the Joint Bookrunners, the Syndication Agent and Sections 12.9, 12.12 the Documentation Agents and 12.13 Section 13.10 with respect to the Borrower) are solely for the benefit of the Agents Administrative Agent and the other Secured Bank PartiesLenders, and the Borrower shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent.

Appointment. Each Lender hereby (a) Each Secured irrevocably appoints Bank Party (other than the Administrative Agent) hereby irrevocably designates and appoints of America as the Administrative Agent as the agent of for such Secured Bank Party under this Agreement Lender and the other Credit Documents Lenders under this Agreement, the Notes and the other Loan Documents, and (b) irrevocably authorizes the Administrative Agent, in such capacity, 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 provisions of Administrative Agent shall, among other things, take such actions as the Administrative Agent is authorized to take pursuant to this Section 12 (other than this Section 12.1 and Sections 12.9Agreement, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents Notes and the other Secured Bank Parties, and the Borrower shall Loan Documents. As to any matters not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere expressly provided for in this Agreement, no 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 any this Agreement, the Notes and the other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLoan Documents, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Agreement, the Notes or any the other Credit Document Loan Documents or otherwise exist against such the Administrative Agent.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints KeyBank as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes KeyBank as the Administrative Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 Administrative Agent agrees to act as such upon the express conditions contained in this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provisionsection 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any the other Credit DocumentDocuments, nor any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such 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 Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 12.1(c) with respect to the Joint Lead Arrangers and Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and neither the Borrower nor any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of 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 their respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints KeyBank National Association to act as specified herein and in the other Loan Documents, and each such Lender hereby irrevocably authorizes KeyBank National Association as the Administrative Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 provisions of Administrative Agent agrees to act as such upon the express conditions contained in this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provisionArticle. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any the other Credit DocumentLoan Documents, nor any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. The provisions of this Article IX are solely for the benefit of the Administrative Agent and the Lenders, and no Credit Party shall 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 Credit Parties or any of their respective Subsidiaries.

Appointment. (a) Each Lender (in its capacities as a Lender and on behalf of itself and to the extent applicable, its Affiliates as potential counterparties to Secured Cash Management Agreements, Secured Supply Chain Financings and Secured Hedge Agreements), each Issuing Bank (in such capacities and on behalf of itself and to the extent applicable, its Affiliates as potential counterparties to Secured Cash Management Agreements, Secured Supply Chain Financings and Secured Hedge Agreements) and each other Secured Party (other than by virtue of their acceptance of the Administrative Agentbenefits of the Loan Documents) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, including as the Collateral Agent for such Lender and the other Secured Parties under the Security Documents, and each such Lender 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 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against the Administrative Agent. The provisions of this Article (other than Section 8.08, Section 8.11 and the final paragraph of Section 8.12 hereof) are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and neither the Borrowers nor any other Loan Party shall have any rights as a third-party beneficiary of any such Agentprovisions.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative GE Capital as its Agent as the agent of such Secured Bank Party under this Agreement and the other Credit Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver the Collateral Documents and irrevocably authorizes the Administrative Agent, in such capacity, 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. 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 Section 8.2 and Section 9.2. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) 8.2 are solely for the benefit of the Agents Agent and the Lenders and neither Borrowers nor any other Secured Bank Parties, and the Borrower Credit Party shall not have any rights as a third party beneficiary of such provisionany of the provisions hereof. Notwithstanding any provision to the contrary elsewhere in In performing its functions and duties under this Agreement, no Agent shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any duties obligation toward or responsibilities, except those expressly set forth herein or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any of agency or trust obligations with respect to any Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement for Borrowers or any other Credit Document Party. Agent may perform any of its duties hereunder, or otherwise exist against such Agentunder the Loan Documents, by or through its agents or employees.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent agents of such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative each Agent, in such capacity, 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 or required of 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent the Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent, the ABL Collateral Agent and the Issuing Lender, those expressly set forth herein and in the other Loan Documents, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such Agentany Agent or the Other Representatives. Each of the Agents may perform any of 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 and the ABL Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates or branches).

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints KeyBank as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes KeyBank as the Administrative Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 Administrative Agent agrees to act as such upon the express conditions contained in this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Article X. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any the other Credit DocumentDocuments, nor any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. The provisions of this Article X are solely for the benefit of the Administrative Agent, and the Lenders, and neither the Borrower nor any of its Subsidiaries shall 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 Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates appoints and appoints authorizes the Administrative Agent as its agent hereunder and hereby further authorizes the Administrative Agent to appoint additional agents to act on its behalf and for the benefit of each Lender. Each Lender further authorizes the Administrative Agent to take such action as agent of on its behalf and to exercise such Secured Bank Party powers under this Agreement and the other Credit Transaction Documents 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 hereof and the other Credit Documentsthereof, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary contained elsewhere in this AgreementAgreement or in any other Transaction Document, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein in this Agreement, nor shall the Administrative Agent have or in any other Credit Document, be deemed to have any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Transaction Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such Agentterm 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 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 meaning of Treasury Regulations Section 1.1441-1(b)(2)(ii).

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) hereby irrevocably designates and appoints Mizuho Bank, Ltd., as the Administrative Agent as the agent of such Secured Bank Party under this Agreement and the other Credit Documents Loan Documents, and each such Bank irrevocably authorizes Mizuho Bank, Ltd., as the Administrative Agent, in Agent for such capacityBank, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no (a) the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such Agentthe Administrative Agent and (b) the other Agents and the Lead Arrangers shall not have any duties or responsibilities hereunder, or any fiduciary relationship with any Bank, 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 other Agents or the Lead Arrangers.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) hereby irrevocably designates and appoints Xxxxx Fargo Bank, National Association as the Administrative Agent as the agent of such Secured Bank Party under this Agreement and the other Credit Documents Loan Documents, and each such Bank irrevocably authorizes Xxxxx Fargo Bank, National Association, as the Administrative Agent, in Agent for such capacityBank, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no (a) the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such Agentthe Administrative Agent and (b) the other Agents and the Lead Arrangers shall not have any duties or responsibilities hereunder, or any fiduciary relationship with any Bank, 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 other Agents or the Lead Arrangers.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent JPP, LLC, a Delaware limited liability company, as the agent of such Secured Bank Party Agent, under this Agreement and the other Credit Documents Loan Documents, and each such Lender 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 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 provisions of this Section 12 (other than this Section 12.1 For clarity, and Sections 12.9, 12.12 and 12.13 with respect notwithstanding anything to the Borrower) are solely for the benefit of the Agents contrary contained in this Agreement and the other Secured Bank PartiesLoan Documents, no consent of the Lenders shall be required to amend this Agreement or the Loan Documents to (i) cause additional assets to become Collateral or to add additional Subsidiaries as guarantors of the Obligations, or (ii) implement the provisions of Sections 2.18, 8.12 or 9.13(c), and the Borrower Agent and the Loan Parties shall not have be entitled to execute any rights as a third party beneficiary and all amendments necessary or desirable to accomplish any of the foregoing and such provisionamendments shall be binding on the other parties hereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein in this Agreement and the other Loan Documents to which it is a party, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such the Agent.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) 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 as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 Administrative Agent agrees to act as such upon the express conditions contained in this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provisionsection 12. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any the other Credit DocumentDocuments, nor any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. The provisions of this section 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. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints KeyBank as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes KeyBank as the Administrative Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 Administrative Agent agrees to act as such upon the express conditions contained in this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provisionsection 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any the other Credit DocumentDocuments, nor any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and the 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 Company or any of its Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints 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 SunTrust Bank as the Administrative Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 provisions of Administrative Agent agrees to act as such upon the express conditions contained in this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision11. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any the other Credit DocumentDocuments, or any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. The provisions of this Section 11 are solely for the benefit of the Administrative Agent and the Lenders, and, except as provided in Section 11.9, no Credit Party shall 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 any Credit Party.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints KeyBank as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes KeyBank as the Administrative Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 Administrative Agent agrees to act as such upon the express conditions contained in this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provisionArticle 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any the other Credit DocumentDocuments, nor any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. The provisions of this 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. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 12.1(c) with respect to the Joint Lead Arrangers and Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and none of Holdings, the Borrower or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Xxxxxxx 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 their respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 12.1(c) with respect to the Joint Lead Arrangers and Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and none of Holdings, the Borrower or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of 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 their respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Bank as Agent as the agent of such Secured Bank Party under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, Agent 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 provisions of this Section 12 (other than this Section 12.1 For clarity, and Sections 12.9, 12.12 and 12.13 with respect notwithstanding anything to the Borrower) are solely for the benefit of the Agents contrary contained in this Agreement and the other Secured Bank PartiesLoan Documents, no consent of the Lenders shall be required to amend this Agreement or the Loan Documents to (i) cause additional assets to become Collateral or to add additional Subsidiaries as guarantors of the Obligations, or (ii) implement the provisions of Section 8.12, and the Borrower Agent and the Loan Parties shall not have be entitled to execute any rights as a third party beneficiary and all amendments necessary or desirable to accomplish any of the foregoing and such provisionamendments shall be binding on the other parties hereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein in this Agreement and the other Loan Documents to which it is a party, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such the Agent.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 12.1(c) with respect to any Joint Lead Arranger and any Joint Bookrunner and Sections 12.1, 12.9, 12.11, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and none of Holdings, the Borrower or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of 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 their respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 12.1(c) with respect to the Joint Lead Arrangers and Bookrunners and Sections 12.1, 12.9, 12.11, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and none of Holdings, the Borrower or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of 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 their respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 12.1(c) with respect to the BorrowerSyndication Agents, the Documentation Agents, the Joint Lead Arrangers and Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to Holdings) are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and none of Holdings, the Borrower or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of 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 their respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints Truist Bank as Administrative Agent of such Lender (such term to include for purposes of this Section 11, Truist Bank acting as Administrative Agent) to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes Truist Bank as the Administrative Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 provisions of Administrative Agent agrees to act as such upon the express conditions contained in this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision11. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any the other Credit DocumentDocuments, or any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. The provisions of this Section 11 are solely for the benefit of the Administrative Agent and the Lenders, and, except as provided in Section 11.9, no Credit Party shall 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 any Credit Party.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Freeport as its Agent as the agent of such Secured Bank Party under this Agreement and the other Credit Loan Documents, and each Lender hereby irrevocably authorizes Agent to execute and deliver the Collateral Documents and irrevocably authorizes the Administrative Agent, in such capacity, 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. 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 Section 9.2 and Section 10.2. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) 9.2 are solely for the benefit of the Agents Agent and the Lenders and neither Borrower nor any other Secured Bank Parties, and the Borrower Loan Party shall not have any rights as a third party beneficiary of such provisionany of the provisions hereof. Notwithstanding any provision to the contrary elsewhere in In performing its functions and duties under this Agreement, no Agent shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any duties obligation toward or responsibilities, except those expressly set forth herein or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any of agency or trust obligations with respect to any Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement for Borrower or any other Credit Document Loan Party. Agent may perform any of its duties hereunder, or otherwise exist against such Agentunder the Loan Documents, by or through its agents or employees.

Appointment. (a) Each Secured Bank Party Lender (other than the Administrative Agentin such capacity and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) hereby irrevocably designates and appoints the (A) Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, including as a Collateral Agent for such Lender and the other Secured Parties (including the Revolving Facility Secured Parties) under the Security Documents, and each such Lender 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 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 theretothereto and (B) the Revolving Facility Collateral Agent as collateral agent for such lender for purposes of the Security Documents. The provisions In addition, to the extent required under the laws of this Section 12 (any jurisdiction other than this Section 12.1 and Sections 12.9the United States, 12.12 and 12.13 with respect each of the Lenders hereby grants to the Borrower) are solely for Administrative Agent any required powers of attorney to execute any Security Document governed by the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary laws of such provisionjurisdiction on such Lender’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such the Administrative Agent.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) hereby irrevocably appoints, designates and appoints the Administrative Agent as the agent of such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, Collateral Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents Pledge Agreements and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent it by the terms of this Agreement and the other Credit Documentsany such Pledge Agreement, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 Each Secured Party authorizes the Collateral Agent to execute, deliver and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit perform each of the Agents Pledge Agreements and such Secured Party agrees to be bound by all of the other Secured Bank Parties, and agreements of the Borrower shall not have any rights as a third party beneficiary of such provisionCollateral Agent contained in the Pledge Agreements. Notwithstanding any provision to the contrary elsewhere contained in this Agreementthe Pledge Agreements, no the Collateral Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein in the Pledge Agreements, and the Collateral Agent does not have or in any other Credit Document, shall not be deemed to have any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document the Debt Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term "Collateral Agent," in this Agreement with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such Agentterm is used merely as a matter of market custom, and is intended to create or reflect only a relationship between independent contracting parties.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 12.1(c) with respect to the Lead Arrangers and Bookrunner and, the Amendment No. 1 Joint Lead Arrangers and the Amendment No. 3 Joint Lead Arrangers and Sections 12.1, 12.9, 12.11 and 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and none of the Borrower or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of their respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender (including its capacity as Collateral Agent under the Security Documents) under this Agreement and the other Credit Documents Loan Documents, and each such Lender 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 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender (except under the Security Trust Deed), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the 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 Loan Documents, and each such Lender hereby authorizes the Agents, as the agent of agents for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Loan Documents, no Agent the Agents shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Credit Document Loan Documents, or shall otherwise exist against the Agents. In performing its functions and duties under this Agreement and the other Loan Documents, 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 Agentterm 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 shall have any rights as a third party beneficiary of the provisions hereof (other than Section 9.09).

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints KeyBank as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes KeyBank as the Administrative Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 Administrative Agent agrees to act as such upon the express conditions contained in this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Article X. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any the other Credit DocumentDocuments, nor any fiduciary relationship with any other Secured Bank Party Lender or any agency or trust obligations with respect to any Credit PartyLC Issuer, 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 such the Administrative Agent. The provisions of this Article X are solely for the benefit of the Administrative Agent, and the Lenders, and neither the Borrower nor any of its Subsidiaries shall 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 Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates appoints and appoints authorizes CoBank, as the Administrative Agent and as the agent of such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes Lead Arranger, to act as the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the Lead Arranger, hereunder and under any other Credit Documents and to exercise Loan Document with such powers and perform such duties as are expressly specifically delegated to the Administrative such 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 Section 12 (Agreement or the other than this Section 12.1 and Sections 12.9Loan Documents on behalf of the Lenders, 12.12 and 12.13 with respect subject to the Borrower) requirement that the consent of certain Lenders or all Lenders, as appropriate, be obtained in certain instances as provided in Subsections 8.3 and 9.2. CoBank hereby agrees to act as the Administrative Agent on the express conditions contained in this Subsection 8.2. The provisions of this Subsection 8.2 are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and the Borrower shall not have any no rights as a third party beneficiary of such provisionany of the provisions hereof. Notwithstanding any provision to the contrary elsewhere in In performing its functions and duties under this Agreement, the Agents shall act solely as the Administrative Agent, or the Lead Arranger, as applicable, of the Lenders and no Agent shall assume or be deemed to have assumed any duties obligation toward or responsibilities, except those expressly set forth herein or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any of agency or trust obligations with respect to or for the Borrower or its respective Affiliates. Each Agent may execute any Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into of its duties under this Agreement or any other Credit Loan Document by or otherwise exist against such Agentthrough 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.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints Citi, as the Administrative Agent as the agent and Term Collateral Agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Citi, as Administrative Agent, in Agent for such capacityLender, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent the 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 any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such Agentthe Agents or the Other Representatives. Each of the Agents may perform any of 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 and Term Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates).

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints DBNY as the Administrative Agent as the agent of and Collateral Agent for such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the DBNY, as Administrative Agent, in Agent and Collateral Agent for such capacityLender, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent the 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 any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such Agentthe Agent or the Lead Arrangers. Each of the Agents may perform any of 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 and Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates).

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints First Union as Agent of such Lender to act as specified herein and in the Administrative Agent other Loan Documents, and each Lender hereby irrevocably authorizes First Union as the agent of such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacity, Agent 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 provisions of Agent agrees to act as such upon the express conditions contained in this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision9. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or in any other Loan Document, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any the other Credit DocumentLoan Documents, or any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Agent. The provisions of this Section 9 are solely for the benefit of the Agent and the Lenders, and neither the Company nor any of its Subsidiaries shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the 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 agent or trust with or for the Company or any of its Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Loan Documents 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 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 provisions of this Section 12 (other than this Section 12.1 12.1(c) with respect to the Joint Lead Arrangers and Sections 12.9, 12.12 the Joint Bookrunners and 12.13 Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and the Borrower shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Loan Documents, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints NationsBank, N.A. as administrative agent (in such capacity hereunder, the Administrative Agent as the agent "Agent") of such Secured Bank Party under this Agreement Lender to act as specified herein and the other Credit Documents Documents, and irrevocably each such Lender hereby authorizes the Administrative Agent, in as the agent for such capacityLender, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 Agent. The provisions of this Section (other than Section 10.9) are solely for the benefit of the Agent and the Lenders, and the Borrowers and the other Credit Parties shall not have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for either Borrower or any other Credit Document or otherwise exist against such AgentParty.

Appointment. Each Lender hereby (a) Each Secured Bank Party (other than the Administrative Agent) hereby irrevocably designates and appoints SunTrust as the Administrative Agent as the agent of for such Secured Bank Party under this Agreement Lender and the other Credit Documents Lenders under this Agreement, the Notes and the other Loan Documents, and (b) irrevocably authorizes the Administrative Agent, in such capacity, 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 provisions of Administrative Agent shall, among other things, take such actions as the Administrative Agent is authorized to take pursuant to this Section 12 (other than this Section 12.1 and Sections 12.9Agreement, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents Notes and the other Secured Bank Parties, and the Borrower shall Loan Documents. As to any matters not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere expressly provided for in this Agreement, no 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 any this Agreement, the Notes and the other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLoan Documents, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Agreement, the Notes or any the other Credit Document Loan Documents or otherwise exist against such the Administrative Agent.

Appointment. (a) Each Secured Lender and the Fronting Bank Party (other than the Administrative Agent) hereby irrevocably designates and appoints the Administrative Agent JPMorgan as the agent of such Secured Bank Party under this Agreement Lender to act as specified herein and the other Credit Documents Documents, and irrevocably each such Lender and the Fronting Bank hereby authorizes the Administrative Agent, in as the agent for such capacityLender and the Fronting Bank, 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 hereof and 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 this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party Lender or any agency or trust obligations with respect to any Credit Partythe Fronting Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Credit Document Documents, or shall otherwise exist against such the Agent. The provisions of this Section are solely for the benefit of the Agent, the Lenders, the Fronting Bank and the Borrower shall not have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and the Fronting Bank 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.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) hereby irrevocably designates and appoints CIBC as Administrative Agent (such term to include the Administrative Agent acting as the agent 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 Secured Bank Party under this Agreement to act as specified herein and in the other Credit Documents and each such Bank hereby irrevocably authorizes the Administrative Agent, in such capacity, 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 provisions of Agents agree to act as such upon the express conditions contained in this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision10. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent the Agents shall not have any duties or responsibilities, except those expressly set forth herein or in any the other Credit DocumentDocuments, or any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyBank, 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 such the Agents. The provisions of this Section 10 are solely for the benefit of the Agents and the Banks, and no Credit Party shall 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 Agents shall act solely as agent of the Banks and 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 Administrative Agent an annual agency fee as previously agreed with the Administrative Agent.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent agents of such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative Agenteach agent, in such capacity, 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 or required of 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent the Agents shall not have any duties or responsibilities, except except, in the case of the Administrative Agent, the Domestic Collateral Agent and the PRUSVI Collateral Agent, those expressly set forth herein or in any other Credit Loan Document, or any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such any Agent or the Other Representatives. Each of the Agents may perform any of 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, the Domestic Collateral Agent and the PRUSVI Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective Affiliates).

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, each agent in such capacity, 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 or required of 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent the Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent, the Collateral Agent and the Issuing Lender, those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such Agentany Agent or the Other Representatives. Each of the Agents may perform any of 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 and Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates). Notwithstanding the foregoing, the Administrative Agent agrees to act as the U.S. federal withholding Tax agent in respect of all amounts payable by it under the Loan Documents.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 12.1(c) with respect to the Joint Lead Arrangers and Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to Holdings and the Borrower) are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and none of Holdings, the Borrower or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of 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 their respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative each Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative such Agent, in such capacity, 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 and actions as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any Lender or other Secured Bank Party or any agency or trust obligations with respect to any Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against any Agent. The provisions of this Section 10 are solely for the benefit of the Agents and the Lenders and neither the Borrowers nor any other Loan Party shall have rights as a third-party beneficiary of any of such Agentprovisions. It is understood and agreed that the use of the term “agent” (or any other similar term) herein or in any other Loan Documents with reference to the Agents 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 12.1(c) with respect to the Lead Arrangers and Bookrunner and Sections 12.1, 12.9, 12.11 and 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and none of the Borrower or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of their respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than of the Administrative Agent) Lenders hereby irrevocably designates and appoints the First Union as Administrative Agent as the agent and Managing Agent of such Secured Bank Party Lender and Fleet as Managing Agent and Documentation Agent of such Lender under this Agreement and the other Credit Loan Documents and each such Lender irrevocably authorizes the First Union as Administrative Agent and Managing Agent and Fleet as Managing Agent and Documentation Agent, in respectively, for such capacityLender, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or such other Loan Documents, no Agent none of the Agents shall have any duties or responsibilities, except those expressly set forth herein and therein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any the other Credit Document Loan Documents or otherwise exist against such Agent. 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 Article XII, take such action if directed in writing to do so by the Required Lenders.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative PNC Bank, National Association, as Agent as the agent of such Secured Bank Party Lender under this Agreement and each of the other Credit Documents Notes and the Guaranty Agreement, and each Lender hereby irrevocably authorizes the Administrative AgentPNC Bank, in National Association, as Agent for such capacityLender, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or any Note or the other Loan Documents, no Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any Note or the other Credit Document Loan Documents or otherwise exist against Agent. The provisions of this Section 10 are solely for the benefit of the Agent, the Lenders and the LC Issuer, and neither Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such Agentprovisions.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 12.1(c) with respect to the Lead Arrangers and Bookrunner, the Amendment No. 1 Joint Lead Arrangers and, the Amendment No. 3 Joint Lead Arrangers, the Amendment No. 4 Joint Lead Arrangers and Sections 12.1, 12.9, 12.11 and 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and none of the Borrower or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of their respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Xxxxxx as its Agent as the agent of such Secured Bank Party under this Agreement and the other Credit Documents Loan Documents, and each Lender hereby irrevocably authorizes the Administrative Agent, in such capacity, Agent 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. 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 subsections 8.2, 8.3 and 9.2. Agent agrees to act as such on the express conditions contained in this subsection 8.2. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) subsection 8.2 are solely for the benefit of the Agents Agent and the other Secured Bank Parties, Lenders and the neither Borrower nor any Loan Party shall not have any rights as a third party beneficiary of such provisionany of the provisions hereof. Notwithstanding any provision to the contrary elsewhere in In performing its functions and duties under this Agreement, no Agent shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any duties obligation toward or responsibilities, except those expressly set forth herein or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any of agency or trust obligations with respect to any Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement for Borrower or any other Credit Document Loan Party. Agent may perform any of its duties hereunder, or otherwise exist against such Agentunder the Loan Documents, by or through its agents or employees.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent Agent, as administrative agent or collateral agent, as applicable, under the agent Loan Documents to act as specified therein with respect to the Letter of such Secured Bank Party under this Agreement Credit and the other Credit Documents Collateral, and irrevocably each Lender hereby authorizes the Administrative Agent, in as the agent for such capacityLender, 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 Documentshereof or thereof, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreementherein, no the Administrative Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein or and in any other Credit DocumentLoan Document (to the extent a party thereto), or any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document Loan Document, or shall otherwise exist against such the Administrative Agent. The provisions of Article VII are solely for the benefit of the Administrative Agent and the Lenders, and none of the Borrower, the Parent or LNC shall have any rights as a third-party beneficiary of the provisions hereof. In performing its functions and duties under this Agreement and the other Loan 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, the Parent or LNC.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the Hellxx xx its agent of such Secured Bank Party under this Agreement and the other Credit Documents Loan Documents, and each Lender hereby irrevocably authorizes the Administrative Agent, in such capacity, Agent 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. 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 on the express conditions contained in this subsection 9.2. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) subsection 9.2 are solely for the benefit of the Agents Agent and the Lenders and neither Borrower nor any other Secured Bank Parties, and the Borrower Loan Party shall not have any rights as a third party beneficiary of such provisionany of the provisions hereof. Notwithstanding any provision to the contrary elsewhere in In performing its functions and duties under this Agreement, no Agent shall act solely as an administrative representative of Lenders and does not assume and shall not be deemed to have assumed any duties obligation toward or responsibilities, except those expressly set forth herein or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any of agency or trust obligations with respect to any Credit Partyor for Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Borrower or any other Credit Document Loan Party. Agent may perform any of its duties hereunder or otherwise exist against such Agentunder the other Loan Documents, by or through its agents or employees.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) hereby irrevocably designates and appoints Chase as Administrative Agent of such Bank and to act as specified herein and in the other Credit Documents, and each such Bank hereby irrevocably authorizes Chase as the Administrative Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityBank, 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 Administrative Agent agrees to act as such upon the express conditions contained in this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision11. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any the other Credit DocumentDocuments, or any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyBank, 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 such the Administrative Agent. The provisions of this Section 11 are solely for the benefit of the Administrative Agent and the Banks, and neither the Company nor any of its Subsidiaries shall 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 Banks and the Administrative Agent neither assumes and nor shall it be deemed to have assumed any obligation or relationship of agency or trust with or for the Company or any of its Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 12.1(c) with respect to the BorrowerJoint 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 other Secured Bank PartiesLenders, and none of the Borrower or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any relationship of agency or trust with or for Holdings, the Borrower or any of their respective Subsidiaries or Affiliates.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, each agent in such capacity, 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 or required of 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent the Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent, the Collateral Agent and each Issuing Lender, those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such Agentany Agent or the Other Representatives. Each of the Agents may perform any of 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 and Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates). Notwithstanding the foregoing, the Administrative Agent agrees to act as the U.S. federal withholding Tax agent in respect of all amounts payable by it under the Loan Documents.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 12.1(c) with respect to the BorrowerJoint 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 other Secured Bank PartiesLenders, and none of the Borrower or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any relationship of agency or trust with or for the Borrower or any of its respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 12.1(c) with respect to the Joint Lead Arrangers and Joint Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and none of the Borrower or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints NationsBank, N.A. as administrative agent (in such capacity as Agent hereunder, the Administrative "Agent") of such Lender to act as specified herein and the other Credit Documents, and each such Lender hereby authorizes the Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Document Documents, or shall otherwise exist against such the Agent. The provisions of this Section are solely for the benefit of the Agent and the Lenders and the Borrower shall have no rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any of its respective Affiliates.

Appointment. (a) Each Secured Lender and the Fronting Bank Party (other than the Administrative Agent) hereby irrevocably designates and appoints the Administrative Agent U.S. Bank as the agent of such Secured Bank Party under this Agreement Lender to act as specified herein and the other Credit Documents Documents, and irrevocably each such Lender and the Fronting Bank hereby authorizes the Administrative Agent, in as the agent for such capacityLender and the Fronting Bank, 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 hereof and 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 this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party Lender or any agency or trust obligations with respect to any Credit Partythe Fronting Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Credit Document Documents, or shall otherwise exist against such the Agent. The provisions of this Section are solely for the benefit of the Agent, the Lenders, the Fronting Bank and the Borrower shall not have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and the Fronting Bank 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.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints KeyBank as Administrative Agent to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes KeyBank as the Administrative Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 Administrative Agent agrees to act as such upon the express conditions contained in this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provisionArticle XI. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any the other Credit DocumentDocuments, nor any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. The provisions of this Article XI are solely for the benefit of the Administrative Agent, and the Lenders, and no Borrower or any of their respective Subsidiaries shall 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 any Borrower or any of its Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints NCB as Administrative Agent to act as specified herein and in the other Loan Documents, and each such Lender hereby irrevocably authorizes NCB as the Administrative Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 provisions of Administrative Agent agrees to act as such upon the express conditions contained in this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provisionsection 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any the other Credit DocumentLoan Documents, nor any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. The provisions of this section 11 are solely for the benefit of the Administrative Agent, and the Lenders, and no Credit Party shall 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 any Credit Party.

Appointment. (a) Each Secured Bank Party (other than of the Administrative Agent) Lenders and the Issuing Lender hereby irrevocably designates and appoints the Administrative Agent and the Collateral Agent as the agent agents of such Secured Bank Party Lender under this Agreement and the other Credit Loan Documents and each such Lender hereby irrevocably authorizes the Administrative Agent and the Collateral Agent, in as the agents for such capacityLender, 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 other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreementthe Loan Documents, no neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Credit Documenttherein, or any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document the Loan Documents or otherwise exist against such any of the Agents. Each Lender acknowledges and agrees that it shall be bound by all terms and conditions of the Pledge Agreements and the Guaranties. No modifications of any provision of the Loan Documents relating to the Collateral Agent shall be effective without the written consent of the Collateral Agent.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender 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 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 provisions Without limiting the generality of this Section 12 (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 than this Section 12.1 intercreditor or subordination agreements contemplated hereby on behalf of and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents Lenders and the other Secured Bank Parties, Parties and agrees to be bound by the Borrower shall not have any rights as a third party beneficiary of such provisionterms thereof. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such the Administrative Agent.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent and Collateral Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent and Collateral 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 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 provisions of this Section 12 (other than this Section 12.1 12.1(c) with respect to the Lead Arrangers and Sections 12.1, 12.9, 12.11, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and none of Holdings, the Borrower or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent and Collateral Agent shall each act solely as an agent of 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.

Appointment. (ak) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints KeyBank National Association to act as specified herein and in the other Loan Documents, and each such Lender hereby irrevocably authorizes KeyBank National Association as the Administrative Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 provisions of Administrative Agent agrees to act as such upon the express conditions contained in this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provisionArticle. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any the other Credit DocumentLoan Documents, nor any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. The provisions of this Article IX are solely for the benefit of the Administrative Agent and the Lenders, and no Credit Party shall 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 Credit Parties or any of their respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints NationsBank, N.A. as administrative agent (in such capacity as Agent hereunder, the Administrative "Agent") of such Lender to act as specified herein and the other Credit Documents, and each such Lender hereby authorizes the Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Document Documents, or shall otherwise exist against such the Agent. The provisions of this Section are solely for the benefit of the Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Credit Party or any of their respective Affiliates.

Appointment. Each Lender hereby (a) Each Secured Bank Party (other than the Administrative Agent) hereby irrevocably designates and appoints Petra as the Administrative Agent as the agent of for such Secured Bank Party under this Agreement Lender and the other Credit Documents Lenders under this Agreement, the Notes and the other Loan Documents, and (b) irrevocably authorizes the Administrative Agent, in such capacity, 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 provisions of Administrative Agent shall, among other things, take such actions as the Administrative Agent is authorized to take pursuant to this Section 12 (other than this Section 12.1 and Sections 12.9Agreement, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents Notes and the other Secured Bank Parties, and the Borrower shall Loan Documents. As to any matters not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere expressly provided for in this Agreement, no 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 any this Agreement, the Notes and the other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLoan Documents, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Agreement, the Notes or any the other Credit Document Loan Documents or otherwise exist against such the Administrative Agent.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 12.1(c) with respect to the Lead Arrangers and Bookrunner and the Amendment No. 1 Joint Lead Arrangers and Sections 12.1, 12.9, 12.11 and 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and none of the Borrower or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of their respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender 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 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.1), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit Party, 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 such Agentcapacity.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints Citi, as the Administrative Agent as the agent and Collateral Agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Citi, as Administrative Agent, in Agent for such capacityLender, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent the 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 any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such Agentthe Agents or the Other Representatives. Each of the Agents may perform any of 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 and Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates).

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints KeyBank National Association to act as specified herein and in the other Loan Documents, and each such Lender hereby irrevocably authorizes KeyBank National Association as the Administrative Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 provisions of Administrative Agent agrees to act as such upon the express conditions contained in this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provisionArticle. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any the other Credit DocumentLoan Documents, nor any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. The provisions of this Article IX are solely for the benefit of the Administrative Agent and the Lenders, and no Credit Party shall 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 Credit Parties or any of their respective Subsidiaries.

Appointment. (a) Each Secured Lender and the Fronting Bank Party (other than the Administrative Agent) hereby irrevocably designates and appoints the Administrative Agent Citibank as the agent of such Secured Bank Party under this Agreement Lender to act as specified herein and the other Credit Documents Documents, and irrevocably each such Lender and the Fronting Bank hereby authorizes the Administrative Agent, in as the agent for such capacityLender and the Fronting Bank, 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 hereof and 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 this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party Lender or any agency or trust obligations with respect to any Credit Partythe Fronting Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Credit Document Documents, or shall otherwise exist against such the Agent. The provisions of this Section are solely for the benefit of the Agent, the Lenders, the Fronting Bank and the Borrower shall not have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and the Fronting Bank 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.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Hellxx xx its Agent as the agent of such Secured Bank Party under this Agreement and the other Credit Documents Loan Documents, and each Lender hereby irrevocably authorizes the Administrative Agent, in such capacity, Agent 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. 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 subsections 8.3 and 9.2. Agent agrees to act as such on the express conditions contained in this subsection 8.2. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) subsection 8.2 are solely for the benefit of the Agents Agent and the other Secured Bank Parties, Lenders and the neither Borrower nor any Loan Party shall not have any rights as a third party beneficiary of such provisionany of the provisions hereof. Notwithstanding any provision to the contrary elsewhere in In performing its functions and duties under this Agreement, no Agent shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any duties obligation toward or responsibilities, except those expressly set forth herein or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any of agency or trust obligations with respect to any Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement for Borrower or any other Credit Document Loan Party. Agent may perform any of its duties hereunder, or otherwise exist against such Agentunder the Loan Documents, by or through its agents or employees.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 12.1(c) with respect to any Joint Lead Arranger and any Joint Bookrunner and Sections 12.1, 12.9, 12.12 12.11,12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and none of Holdings, the Borrower or any other Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of 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 their respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent Xxxxxx as the ----------- its agent of such Secured Bank Party under this Agreement and the other Credit Documents Loan Documents, and each Lender hereby irrevocably authorizes the Administrative Agent, in such capacity, Agent 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. 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 subsection 9.3. Agent agrees to act as such on the express -------------- conditions contained in this subsection 9.2. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) subsection -------------- ---------- 9.2 are solely for the benefit of the Agents Agent and the other Secured Bank Parties, Lenders and the neither Borrower nor any --- Loan Party shall not have any rights as a third party beneficiary of such provisionany of the provisions hereof. Notwithstanding any provision to the contrary elsewhere in In performing its functions and duties under this Agreement, no Agent shall act solely as an administrative representative of Lenders and does not assume and shall not be deemed to have assumed any duties obligation toward or responsibilities, except those expressly set forth herein or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any of agency or trust obligations with respect to any Credit Partyor for Lenders, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement Borrower or any other Credit Document Loan Party. Agent may perform any of its duties hereunder, or otherwise exist against such Agentunder the Loan Documents, by or through its agents or employees.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Xxxxxx ----------- as its Agent as the agent of such Secured Bank Party under this Agreement and the other Credit Documents Loan Documents, and each Lender hereby irrevocably authorizes the Administrative Agent, in such capacity, Agent 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. 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 subsections 8.2, 8.3 and 9.2. Agent agrees to act as such on the express conditions contained in this subsection 8.2. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) subsection 8.2 are solely for the benefit of the Agents Agent and the other Secured Bank Parties, Lenders and the Borrower neither Borrowers nor any Loan Party shall not have any rights as a third party beneficiary of such provisionany of the provisions hereof. Notwithstanding any provision to the contrary elsewhere in In performing its functions and duties under this Agreement, no Agent shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any duties obligation toward or responsibilities, except those expressly set forth herein or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any of agency or trust obligations with respect to any Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement for Borrowers or any other Credit Document Loan Party. Agent may perform any of its duties hereunder, or otherwise exist against such Agentunder the Loan Documents, by or through its agents or employees.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 12.1(c) with respect to the Lead Arrangers, and Sections 12.9, 12.11, 12.12 and 12.13 the last sentence of Section 12.4 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank PartiesLenders, and the Borrower shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party of the Collateral Agent, the Swingline Lender, the Lenders or any agency or trust obligations with respect to any Credit Partythe Issuing Banks, 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 such the Administrative Agent.. Without limiting the generality of the foregoing, the Administrative Agent shall not be subject to any fiduciary or other implied duties

Appointment. (a) Each Secured Bank Credit Party (other than the Administrative Agent) hereby irrevocably designates and appoints the Administrative Agent as its agent under the agent of such Secured Bank Party under this Agreement and the other Credit Loan Documents and hereby irrevocably authorizes the Administrative Agent, in such capacity, Agent 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreementany Loan Document, no the Administrative Agent shall not have any duties or responsibilities, except responsibilities other than those expressly set forth herein therein, or in any other Credit Document, any fiduciary relationship with with, or fiduciary duty to, any other Secured Bank Party or any agency or trust obligations with respect to any Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document the Loan Documents or otherwise exist against the Administrative Agent. The Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such Agentother number or percentage of the Credit Parties as shall be necessary under the circumstances as provided in Section 11.1), and (iii) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any of its Subsidiaries that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints NationsBank, N.A. as administrative agent (in such capacity as Agent hereunder, the Administrative "Agent") of such Lender to act as specified herein and the other Credit Documents, and each such Lender hereby authorizes the Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 Agent. The provisions of this Section are solely for the benefit of the Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any other Credit Document or otherwise exist against such AgentParty.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the NationsBank, N.A. as Administrative Agent as the agent of such Secured Bank Party under this Agreement Lender to act as specified herein and the other Credit Documents Documents, and irrevocably 85 91 each such Lender hereby authorizes the Administrative Agent, in as the agent for such capacityLender, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Document Documents, or shall otherwise exist against such the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Administrative Agent shall act solely as the 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.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints NationsBank of Texas, N.A. as administrative agent (in such capacity as Agent hereunder, the Administrative "Agent") of such Lender to act as specified herein and the other Credit Documents, and each such Lender hereby authorizes the Agent as the agent of for such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in such capacityLender, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Document Documents, or shall otherwise exist against such the Agent. The provisions of this Section are solely for the benefit of the Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Agent shall not act solely as agent of the Lenders and does not assume and shall not be deemed to have - 103 - E-108 109 assumed any obligation or relationship of agency or trust with or for any Credit Party.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints Credit Suisse (in its capacity as the Administrative Agent Agent) as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender 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 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 provisions Without limiting the generality of this Section 12 the foregoing, each Lender hereby authorizes the Administrative Agent to enter into each Security Document, the ABL Intercreditor Agreement and any other intercreditor or subordination agreements contemplated hereby (other than this Section 12.1 including any Senior Pari Passu Intercreditor Agreement and Sections 12.9, 12.12 any Senior/Junior Intercreditor Agreement) on behalf of and 12.13 with respect to the Borrower) are solely for the benefit of the Agents Lenders and the other Secured Bank Parties, Parties and agrees to be bound by the Borrower shall not have any rights as a third party beneficiary of such provisionterms thereof. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such the Administrative Agent.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender and L/C Issuer hereby irrevocably appoints, designates and appoints the Administrative Agent authorizes JPMCB as the agent of such Secured Bank Party under this Agreement and the other Credit Documents and irrevocably authorizes the Administrative Agent, in and Collateral Agent, each of Bank Leumi USA, Sun Tryst Bank and Xxxxx Fargo Bank, N.A. as Co-Documentation Agent and LCPI as Syndication Agent, and each Lender and each L/C issuer authorizes each such capacity, Agent to take such action on its behalf under the provisions of this Agreement and the each other Credit Documents Loan Document and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent it by the terms of this Agreement and the or any other Credit DocumentsLoan Document, together with such other powers as are reasonably incidental thereto. The provisions Without limiting the foregoing, each Lender and each L/C Issuer hereby authorizes the Collateral Agent to execute and deliver, and to perform its obligations under, each of this Section 12 (other than this Section 12.1 the Loan Documents to which the Collateral Agent is a party, to exercise all rights, powers and Sections 12.9remedies that such Agent may have under such Loan Documents and, 12.12 and 12.13 with respect in the case of the Collateral Documents, to the Borrower) are solely act as agent under such Collateral Documents for the benefit of the Agents and the other Secured Bank Finance Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary contained elsewhere herein or in this Agreementany 120 other Loan Document, no Agent the Agents shall not have any duties or responsibilities, except those expressly set forth herein herein, nor shall the Agents have or in any other Credit Document, be deemed to have any fiduciary relationship with any other Secured Bank Party Lender or any agency or trust obligations with respect to any Credit Partyparticipant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, 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 Agentterm 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. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Bank of America, N.A. as Administrative Agent as the agent of such Secured Bank Party under this Agreement Lender to act as specified herein and the other Credit Documents (including with respect to Bank of America, N.A. the right to act as the collateral agent under the Collateral Documents), and irrevocably each such Lender hereby authorizes the Administrative Agent, in as the agent for such capacityLender, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere herein and in this Agreementthe other Credit Documents, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Document Documents, or shall otherwise exist against such the Administrative Agent. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Administrative Agent shall act solely as the 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 any Credit Party.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent Wayzata as the its agent of such Secured Bank Party under this Agreement and the other Credit Loan Documents, and Lender hereby irrevocably authorizes Wayzata to execute and deliver the Security Documents and irrevocably authorizes the Administrative Agent, in such capacity, Intercreditor Agreement 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. 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 subsection 8.2 and subsections 8.3 and 9.2. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) subsection 8.2 are solely for the benefit of the Agents Agent and the Lenders and neither Borrower nor any other Secured Bank Parties, and the Borrower Loan Party shall not have any rights as a third party beneficiary of such provisionany of the provisions hereof. Notwithstanding any provision to the contrary elsewhere in In performing its functions and duties under this Agreement, no Agent shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any duties obligation toward or responsibilities, except those expressly set forth herein or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any of agency or trust obligations with respect to any Credit Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement for Borrower or any other Credit Document Loan Party. Agent may perform any of its duties hereunder, or otherwise exist against such Agentunder the Loan Documents, by or through its agents or employees.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender 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 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.1), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings, either Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit Party, 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 such Agentcapacity.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) hereby irrevocably designates and appoints Bank of America, N.A., as the Administrative Agent as the agent of such Secured Bank Party under this Agreement and the other Credit Documents Loan Documents, and each such Bank irrevocably authorizes Bank of America, N.A., as the Administrative Agent, in Agent for such capacityBank, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no (a) the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such Agentthe Administrative Agent and (b) the other Agents and the Lead Arrangers shall not have any duties or responsibilities hereunder, or any fiduciary relationship with any Bank, 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 other Agents or the Lead Arrangers.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent Jefferies (in its capacities as the agent Term Loan B Agent and Collateral Agent) and Rabobank (in its capacity as the Term Loan A Agent and the Revolver Administrative Agent) as the agents of such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative AgentAgents, in such capacitycapacities, 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 Agents by the terms of this Agreement and the other Credit Loan Documents, together with such other powers as are reasonably incidental thereto. The provisions Without limiting the generality of this Section 12 the foregoing, each Lender hereby authorizes the Agents to enter into each Collateral Document and any intercreditor or subordination agreements contemplated hereby (other than this Section 12.1 including any Senior Pari Passu Intercreditor Agreement and Sections 12.9, 12.12 any Senior/Junior Intercreditor Agreement) on behalf of and 12.13 with respect to the Borrower) are solely for the benefit of the Agents Lenders and the other Secured Bank Parties, Parties and agrees to be bound by the Borrower shall not have any rights as a third party beneficiary of such provisionterms thereof. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent the Agents shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such Agentthe Agents.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents 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 Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 12.1(c) with respect to the BorrowerJoint Lead Arrangers and Bookrunners and Sections 12.1, 12.9, 12.11 and 12.12 with respect to Holdings and the Borrowers) are solely for the benefit of the Agents and the Lenders, none of Holdings, any Borrower or any other Secured Bank Parties, and the Borrower Credit Party shall not have any rights as a third party beneficiary of any such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, 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 such the Administrative Agent. In performing its functions and duties hereunder, each Agent shall act solely as an agent of 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, any Borrower or any of their respective Subsidiaries.

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative Agent Agents as the agent agents of such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative each Agent, in such capacity, 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 or required of 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to 218 the contrary elsewhere in this Agreement, no Agent the Agents and the Other Representatives shall not have any duties or responsibilities, except except, in the case of the Administrative Agent, the ABL Collateral Agent and the Issuing Lender, those expressly set forth herein and in the other Loan Documents, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against such Agentany Agent or the Other Representatives. Each of the Agents may perform any of 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 and the ABL Collateral Agent may perform any of their respective duties under the Security Documents by or through one or more of their respective affiliates or branches).

Appointment. (a) Each Secured Bank Party (other than the Administrative Agent) Lender hereby irrevocably designates and appoints the Administrative each Agent as the agent of such Secured Bank Party Lender under this Agreement and the other Credit Documents Loan Documents, and each such Lender irrevocably authorizes the Administrative each Agent, in such capacity, 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 provisions of this Section 12 (other than this Section 12.1 and Sections 12.9, 12.12 and 12.13 with respect to the Borrower) are solely for the benefit of the Agents and the other Secured Bank Parties, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein herein, or in any other Credit Document, any fiduciary relationship with any other Secured Bank Party or any agency or trust obligations with respect to any Credit PartyLender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Loan Document or otherwise exist against any Agent. Each Lender (a) acknowledges that it has received a copy of the Intercreditor Agreement, (b) consents to the terms thereof, (c) agrees that it will be bound by the Intercreditor Agreement (including the provisions of Section 7.05 thereof) and will take no actions contrary to the provisions of the Intercreditor Agreement and (d) authorizes and instructs the Collateral Agent to enter into the Intercreditor Agreement as Collateral Agent and on behalf of such AgentLender. The foregoing provisions are intended as an inducement to the lenders under the Second Lien Loan Documents to extend credit to ASC, and such lenders are intended third party beneficiaries of these provisions.