Common use of Authorization and Action Clause in Contracts

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints the Agent as its Agent under, and irrevocably authorizes the Administrative Agent (subject to Section 9.11) to take such action as agent on its behalf and to exercise such powers and discretion under this any Financing Agreement as are delegated to the Administrative Agent by the terms hereofthereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion Without limitation of the Administrative Agentforegoing, such matters shall be subject each Lender expressly authorizes the Agent to the sole discretion execute, deliver, and perform its obligations under each of the Administrative AgentFinancing Agreements to which the Agent is a party, its directorsand to exercise all rights, officerspowers, agents and employeesremedies that the Agent may have thereunder. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings)Agreement, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act act, or to refrain from acting (and shall be fully protected in so acting or refraining from acting) ), upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lendersthe Lenders and all holders of any Note; provided, provided however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this any Financing Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent Agents to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent Agents by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent Agents shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the no Administrative Agent shall not be required to take any action that exposes the such Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Each of the Administrative Agent Agents agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to as required by the terms of this AgreementAgreement or at the request of such Borrower, and any notice provided pursuant to Section 5.01(c)(iv). No Administrative Agent shall have, by reason hereof, a fiduciary relationship in respect of any Lender; and nothing herein, expressed or implied, is intended to or shall be so construed as to impose upon any Administrative Agent any obligations in respect hereof except as expressly set forth herein.

Authorization and Action. Each Lender and each LC Issuing Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes CUSA to act as the Administrative Agent under this Agreement and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsAdvances and other amounts owing hereunder), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Requisite Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement any of the Loan Documents or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreementthe Loan Documents.

Authorization and Action. (a) Each Lender Party hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Financing Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Financing Documents (including, without limitation, including enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender Party prompt notice (including matters disclosed in writing to the Administrative Agent as described in clause (b) of the definition of “Disclosed Matters”) of each notice given to it by the Borrower or any Borrower other Person pursuant to the terms of this AgreementAgreement or any other Financing Documents.

Authorization and Action. Each Lender Party (in its capacities as a Lender, a Swing Line Bank (if applicable), an Issuing Bank (if applicable) and, on behalf of itself and its Affiliates, a potential Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As Notwithstanding any provision to any matters expressly provided for the contrary contained elsewhere in this Agreement as being subject or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to the discretion of have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, including enforcement of this Agreement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. Nothing in this Agreement shall impose upon any Co-Syndication Agent or Co-Documentation Agent, in its capacity as such, any duty or liability whatsoever.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), the Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders (or, if required hereby, all Lenders), and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), the Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the no Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacities as a Lender and Swingline Lender, as applicable) hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative such Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative Agent it to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender prompt notice of each notice given to it by PMI or any Borrower pursuant to as required by the terms of this AgreementAgreement or at the request of PMI or such Borrower, and any notice provided pursuant to Section 5.1(b)(ii). Citi, as Facility Agent, may execute any of its duties under this Agreement by or through its affiliate, Citibank.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to Without limiting the discretion generality of the Administrative Agentforegoing, such matters shall be subject each Lender authorizes the Agent to execute the sole discretion of the Administrative Agent, its directors, officers, agents and employeesParent Support Agreement. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Agent shall not have any duty or responsibility, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenant, function responsibility, duty, obligation or liability shall be read into this Agreement or otherwise exist against the Agent.

Authorization and Action. Each Lender and Issuing Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes or CAF Notes, if any), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes or CAF Notes (if any); provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable) and the Issuing Bank (if applicable) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement the Loan Documents as are expressly delegated to the Administrative such Agent by the terms hereofthereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters Each Agent shall have no duties or responsibilities except those expressly provided for set forth in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employeesany other Loan Document. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative each Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law or is not within the powers and discretion expressly delegated to such Agent pursuant to the Loan Documents. The Administrative Each Agent agrees to give to each Lender prompt notice of each notice given to received by it by any from the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender of the Lenders hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and under the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement and in the other Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, the other Loan Documents or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower PPG pursuant to the terms of this AgreementAgreement or the other Loan Documents.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms hereofhereof and of the other Credit Documents, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement or any other Credit Document (including, without limitation, including enforcement or collection of the outstanding BorrowingsObligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders or all Lenders, and such instructions shall be binding upon all LendersLenders and all holders of the Obligations; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement Agreement, any other Credit Document, or Applicable Lawapplicable Legal Requirements. The It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to the Administrative Agent agrees is not intended to give 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 each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreementcreate or reflect only an administrative relationship between contracting parties.

Authorization and Action. Each Lender Bank hereby appoints and authorizes the Administrative Agent Agent, as agent on behalf of such Bank, to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement the Credit Documents as are delegated to the Administrative Agent by the terms hereofthereof, together with such powers and discretion as are reasonably incidental thereto. As to any (a) matters expressly provided for in this Agreement requiring or permitting an approval, consent, waiver, election or other action by the Majority Banks, (b) matters as being subject to the discretion which, notwithstanding any delegation of the Administrative authority to Agent, such matters shall be subject to Agent has requested instructions from the sole discretion of the Administrative AgentMajority Banks, its directors, officers, agents and employees. As to any or (c) matters not expressly provided for by this Agreement (includingthe Credit Documents, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting only (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersMajority Banks, and such instructions shall be binding upon all LendersBanks; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement any Credit Document or Applicable applicable Law. The Administrative Agent agrees to give to each Lender Bank prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreementany Credit Document.

Authorization and Action. (a) Each Lender Bank hereby appoints and authorizes the Administrative Agent Agent, as administrative agent on behalf of such Bank, to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement hereunder as are delegated to the Administrative Agent by the terms hereofthereof, together with such powers and discretion as are reasonably incidental thereto. As to any (x) matters expressly provided for in this Agreement requiring or permitting an approval, consent, waiver, election or other action by a specified portion of Banks, (y) matters as being subject to the discretion which, notwithstanding any delegation of authority to the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative AgentAgent has requested and received instructions from the Majority Banks, its directors, officers, agents and employees. As to any (z) matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings)hereby, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting only (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersMajority Banks (or, in the case of matters described in clause (x) above, the specified portion of the Banks), and such instructions shall be binding upon all LendersBanks; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable applicable Law. The Administrative Agent agrees to give to each Lender Bank prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreementhereof.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsAdvances and other amounts owing hereunder), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. The Lenders identified on the cover page of this Agreement as co-syndication agents shall not have any powers, duties, responsibilities or liabilities under this Agreement other than those applicable to all Lenders as such, and none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender.

Authorization and Action. Each Lender Lender, the Swingline Bank and each LC Issuing Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacities as a Lender and Swingline Lender, as applicable) hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative such Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative Agent it to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender prompt notice of each notice given to it by PMI or any Borrower pursuant to as required by the terms of this Agreement.Agreement or at the request of PMI or such Borrower, and any notice provided pursuant to Section 5.1(c)(ii). JPMEL, as Facility Agent, may execute any of its duties under this Agreement by or through its affiliate, JPMorgan Chase Bank, N.A.

Authorization and Action. Each Lender Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings)Agreement, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, Majority Banks and such instructions shall be binding upon all LendersBanks and all holders of Purchased Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Bank prompt notice of each notice given to it by any Borrower the Company pursuant to the terms of this Agreement. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Banks 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 Company.

Authorization and Action. Each Lender Party (in its capacity as a Lender, the Issuing Bank, the Swing Line Bank and/or any Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, any other Loan Document or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. The Administrative Agent shall not be a trustee or fiduciary for any Lender.

Authorization and Action. (a) Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement the Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As Any and all actions relating to any matters expressly provided for in this Agreement as being subject construction of the Improvements, including without limitation, approval of changes to the discretion of the Administrative AgentLoan Budget, such matters Plans and Specifications, contracts and subcontracts and Payment and Performance Bonds, shall be subject deemed to have been delegated to Agent exclusively and shall not constitute a Major Decision requiring the sole discretion approval of the Administrative Agent, its directors, officers, agents and employeesany other Lender. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNote), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each material notice given to it by any Borrower pursuant to the terms of this Agreementthe Loan Documents.

Authorization and Action. Each Lender hereby appoints and authorizes (a) the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As , and (b) the Documentation Agent to any matters expressly provided for in take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as being subject are delegated to the Documentation Agent by the terms hereof, together with such powers and discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employeesas are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower or any Borrower of its Subsidiaries pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), and as an Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent it to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in any Loan Document, no Person identified as a syndication agent, documentation agent, senior manager, joint lead arranger or joint book running manager, in such Person’s capacity as such, shall have any obligations or duties to any Loan Party, the Administrative Agent or any other Secured Party under any of such Loan Documents.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), the Issuing Bank (if applicable) and a potential Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; providedPROVIDED, howeverHOWEVER, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any either Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender of the Lenders hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and under the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement and in the other Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, the other Loan Documents or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by PPG or any other Borrower pursuant to the terms of this AgreementAgreement or the other Loan Documents.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, including enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Requisite Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent shall not be liable to any Lender if, in accordance with the terms of this Agreement, it takes or omits to take any action pursuant to the instructions of the Requisite Lenders. The Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. The Agent agrees to perform and discharge the duties and powers delegated to it under this Agreement and the other Loan Documents in accordance with the terms hereof and thereof.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent Administrative Agent deems appropriate on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Papers as are delegated to the Administrative Agent by the terms hereofof the Loan Papers, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement and the other Loan Papers (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders (or all Lenders, if required under Section 10.01), and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement any Loan Papers or Applicable applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this AgreementAgreement and to distribute to each applicable Lender in like funds all amounts delivered to Administrative Agent by the Borrower for the Ratable or individual account of any Lender.

Authorization and Action. Each Lender of the Lenders and Issuing Lenders hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and under the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement and in the other Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, the other Loan Documents or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender and Issuing Lender prompt notice of each notice given to it by PPG or any other Borrower pursuant to the terms of this AgreementAgreement or the other Loan Documents.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent Administrative Agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Papers as are delegated to the Administrative Agent by the terms hereofof the Loan Papers, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement and the other Loan Papers (including, including without limitation, limitation enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders (or all Lenders, if required under Section 10.01), and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement any Loan Papers or Applicable applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement, and to distribute to each applicable Lender in like funds all amounts delivered to Administrative Agent by the Borrower for the Ratable or individual account of any Lender.

Authorization and Action. (a) Each Lender (in its capacities as a Lender, Swing Line Bank and Issuing Bank, as applicable) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents, including as collateral agent for such Lender and the other Secured Parties under the Collateral Documents as are delegated to the Administrative Agent by the terms hereofhereof and the other Loan Documents, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower the Borrowers pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Party (in its capacities as a Lender, each Issuing Bank, the Swing Line Bank and any Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, any other Loan Document or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. The Administrative Agent shall not be a trustee or fiduciary for any Lender.

Authorization and Action. (a) Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), the Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsAdvances), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties, all Hedge Banks and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender Party prompt notice of each notice given to it by any either Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender (in its capacity as a Lender) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement of the Obligations or collection of the outstanding BorrowingsObligations owing under the Loan Documents), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Without limiting the generality of the foregoing, each Lender hereby authorizes and instructs the Administrative Agent agrees to give enter into the documents to each Lender prompt notice of each notice given to it be entered into by any Borrower pursuant to the terms of this AgreementAdministrative Agent expressly mentioned in Section 3.01.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this AgreementAgreement and to promptly forward to each Lender the financial statements delivered to the Administrative Agent pursuant to Section 5.01(g).

Authorization and Action. (a) Each Lender Party hereby appoints and authorizes the Administrative Agent to (i) take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Financing Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this , and (ii) take such actions under the Security Agreement as being subject to the discretion on behalf of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employeesLender Parties as provided therein. As to any matters not expressly provided for by this Agreement the Financing Documents (including, without limitation, including enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrower or any Borrower other Person pursuant to the terms of this AgreementAgreement or any other Financing Documents.

Authorization and Action. (a) Each Lender hereby Purchaser appoints Cutter, as its agent (in such capacity, "Agent"), for the purposes of collecting payments, electing to exercise the rights of the Purchasers under this Agreement and the other Transaction Documents as herein and therein provided. For such purposes, each Purchaser authorizes the Administrative Agent on behalf of such Purchaser to take such action as agent on its behalf and to exercise such rights, powers and discretion discretions as are expressly delegated to it under this Agreement as are delegated to and the Administrative Agent by other Transaction Documents and on the terms hereof, hereof or thereof together with such other rights, powers and discretion discretions as are reasonably incidental thereto. As ; provided always, however, that, without the consent of the Purchasers, Agent shall not effect or agree to any matters expressly provided for change in this Agreement as being subject to the discretion interest rate, payment dates, maturity date or conversion rights under the Debentures. Agent may perform any of the Administrative Agentits duties hereunder or thereunder by or through its agents, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and officers or employees. As Agent shall not be required to exercise any right, power or discretion or take any action as to any matters not expressly provided for by this Agreement or the other Transaction Documents (including, without limitation, enforcement or of the collection of any amounts owing to the outstanding BorrowingsPurchasers hereunder), the Administrative . Agent shall not be required to exercise any right, power or discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that risk thereof or which is contrary to this Agreement, the other Transaction Documents or applicable law. The duties of Agent, as agent, shall be mechanical and administrative in nature. Agent shall not have, by reason of this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice the other Transaction Documents, a fiduciary relationship in respect of each notice given to it by any Borrower pursuant to the terms of this Agreementeither Purchaser.

Authorization and Action. Each Lender (in its capacity as a Lender and, if applicable, the Issuing Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders, the Issuing Bank and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender and the Issuing Bank prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, including enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersLenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement. SECTION 8.02.

Authorization and Action. Each Lender hereby appoints and ------------------------ authorizes the Administrative Funding Agent and the Co-Syndication Agents to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Funding Agent and the Co-Syndication Agents by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Funding Agent and the Co-Syndication Agents shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that neither the Administrative Funding Agent nor any Co-Syndication Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Funding Agent agrees and each Co-Syndication Agent agree to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender of the Lenders hereby appoints CNA as agent for purposes of the Transaction Documents and authorizes the Administrative Agent CNA, in such capacity, to take such action as agent on its behalf under each Transaction Document and to exercise such powers powers, hereunder and discretion under this Agreement thereunder as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to thereto and CNA shall not have any matters duties or responsibilities except as expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents set forth herein and employeestherein. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of in the outstanding Borrowings)Transaction Documents, the Administrative Agent shall not be required to exercise any discretion or and/or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, provided that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any or on behalf of the Borrower and a copy of each document, instrument, certificate or report received from the Borrower or a third party acting on behalf of the Borrower, in each case, pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement of the terms of this Agreement or collection of the outstanding Borrowingsprincipal of, and interest on the Advances, fees and any other amounts due and payable pursuant to this Agreement), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Banks owed more than 50% of the Required Lendersprincipal amount of the Advances then outstanding or, if no Advances are then outstanding, Banks having more than 50% of the Commitments, and such instructions shall be binding upon all LendersBanks; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to any Note, this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Bank prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), each of the Administrative Agent and the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that neither the Administrative Agent nor the Collateral Agent shall not be required to take any action that which exposes the Administrative Agent or the Collateral Agent, as the case may be, to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Each of the Administrative Agent and the Collateral Agent agrees to give to each Lender prompt notice of each notice and other report given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender (in its capacity as such) hereby irrevocably appoints GS to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents, as applicable, for the benefit of the Lenders, and each such Lender irrevocably authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Credit Documents as are delegated to the such Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Credit Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsLoan Notes or Loans), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Requisite Lenders (or, if required hereby, all Lenders), and such instructions shall be binding upon all LendersLenders and all holders of Loan Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the such Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreementapplicable law.

Authorization and Action. Each Lender Party (in its capacities as a Lender and the Issuing Bank (if applicable)) hereby appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), each of the Administrative Agent and the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that neither the Administrative Agent nor the Collateral Agent shall not be required to take any action that which exposes the Administrative Agent or the Collateral Agent, as the case may be, to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Each of the Administrative Agent and the Collateral Agent agrees to give to each Lender Party prompt notice of each notice and other report given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement or any other Loan Document (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. The Agent shall be deemed to have exercised reasonable care in the administration and enforcement of this Agreement and the other Loan Documents if it undertakes such administration and enforcement in a manner substantially equal to that which Citibank, N.A. accords credit facilities similar to the credit facility hereunder for which it is the sole lender. SECTION 7.02.

Authorization and Action. Each Lender, each Fronting Bank and each Swing Line Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all Fronting Banks; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender and each Fronting Bank prompt notice of each notice given to it by any Borrower the Borrowers pursuant to the terms of this AgreementAgreement and to promptly forward to each Lender, each Fronting Bank and each Swing Line Lender the financial statements and any other certificates or statements delivered to the Administrative Agent pursuant to Section 5.01(g).

Authorization and Action. Each Lender and each Fronting Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all Fronting Banks; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender and each Fronting Bank prompt notice of each notice given to it by any Borrower the Borrowers pursuant to the terms of this AgreementAgreement and to promptly forward to each Lender and each Fronting Bank the financial statements and any other certificates or statements delivered to the Administrative Agent pursuant to Section 5.01(g).

Authorization and Action. Each Lender hereby appoints and authorizes the CUSA to act as Administrative Agent under this Agreement, Wachovia to act as Documentation Agent under this Agreement and B of A to act as Syndication Agent under this Agreement and authorizes each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative each Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsAdvances and other amounts owing hereunder), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Requisite Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative no Agent shall not be required to take any action that which exposes the Administrative such Agent to personal liability or that which is contrary to this Agreement any of the Loan Documents or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreementthe Loan Documents.

Authorization and Action. (a) Each Lender on its own behalf (and, for the purposes of Article 10 and the Swap Guarantee, on behalf of each of its Affiliates which is or becomes a Swap Lender) hereby irrevocably appoints and authorizes the Administrative Agent to take such action as be its agent in its name and on its behalf and to exercise such rights or powers and discretion granted to the Agent or the Lenders under this Agreement as are delegated to the Administrative Agent by extent specifically provided herein and on the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to thereto and the discretion of the Administrative Agent, Agent hereby accepts such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents appointment and employeesauthorization. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings)Agreement, the Administrative Agent shall not be required to exercise any discretion or take any action, but but, subject to Section 14.9, shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, Majority Lenders and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability in such capacity or that which could result in the Agent’s incurring any costs and expenses, without provision being made for indemnity of the Agent by the Lenders against any loss, liability, cost or expense incurred, or to be incurred or which is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this AgreementLaws.

Authorization and Action. (a) Each Lender hereby appoints Citibank as the Administrative Agent under and for the purposes of each Loan Document. Each Lender authorizes the Administrative Agent to take such action as agent Administrative Agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsAdvances and the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersLenders or all the Lenders if applicable, and such instructions shall be binding upon all LendersLenders and all holders of the Advances and the Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any either Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the Notes as are delegated to the Administrative such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement or the Notes as being subject to the discretion of the Administrative any Agent, such matters shall be subject to the sole discretion of the Administrative such Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement or the Notes (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender and each other Agent prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Bank appoints and designates AgStar Financial Services, PCA as Agent hereunder. The Agent may, and each Bank authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Interest, for Agent's benefit and the pro rata benefit of Banks. Each Bank agrees that any action taken by Agent in accordance with the provisions of the Loan Documents, and the exercise by Agent of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Banks. Each Bank hereby further appoints and authorizes the Administrative Agent to take such action as agent on its behalf and on behalf of each of its Affiliates who are owed Loan Obligations (each such Affiliate by acceptance of the benefits of the Loan Documents hereby ratifying such appointment) and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement or the other Loan Documents (including, without limitation, including enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersBanks; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreementapplicable law.

Authorization and Action. (a) Each Lender (in its capacities as a Lender, a Swing Line Lender (if applicable), an Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsLoans), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders, all Hedge Banks and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower the Borrowers pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints ------------------------ and authorizes the Administrative Agent to take such action as agent Administrative Agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required -------- ------- to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative each Agent to take such action as agent such Agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the expressed terms hereofhereof and thereof, together with with, in the case of the Administrative Agent, such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings)other Loan Documents, the Administrative Agent Agents shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative neither Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement, the other Loan Documents or applicable law. In performing its duties under this Agreement or Applicable Lawthe other Loan Documents, the Collateral Agent shall be entitled to act or refrain from acting in accordance with instructions of the Administrative Agent (and shall be fully protected in so acting or refraining from acting) and such instructions shall be binding upon all Lenders and all holders of the Notes. The Administrative Each Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this AgreementAgreement and the other Loan Documents.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. In performing its functions and duties hereunder, the 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. The Agent shall not have, by reason hereof or any of the other Loan Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect hereof or any of the other Loan Documents except as expressly set forth herein or therein.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), the Issuing Bank (if applicable) and a potential Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any either Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent contractual representative on its such Lender’s behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for Not in this Agreement as being subject to the discretion limitation of the Administrative Agentforegoing, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents each Lender authorizes and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes directs the Administrative Agent to personal liability or that is contrary to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or Applicable Lawthe Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Nothing herein shall be construed to deem the Administrative Agent agrees a trustee or fiduciary for any Lender or to give to each Lender prompt notice impose on the Administrative Agent duties or obligations other than those expressly provided for herein. Without limiting the generality of each notice given to it by any Borrower pursuant to the foregoing, the use of the terms of this Agreement.“Administrative Agent”, “

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, including enforcement of this Agreement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower the Borrowers pursuant to the terms of this Agreement. Nothing in this Agreement shall impose upon any Co-Syndication Agent or Co-Documentation Agent, in its capacity as such, any duty or liability whatsoever.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Collateral Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement Except as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly specifically provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings)Loan Documents, the Administrative Collateral Agent shall not be required to exercise any discretion or take any actionaction under any of the Loan Documents, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and the Collateral Agent shall not be liable to the Borrower or any Lender for any action taken or omitted at the direction of the Required Lenders; provided, however, that the Administrative Collateral Agent shall not be required to take any action that exposes the Administrative Agent Collateral Agent, in its sole judgment, to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Collateral Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), the Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks and Cash Management Banks) hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Bank appoints and designates AgStar Financial Services, PCA as Agent hereunder. The Agent may, and each Bank authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Interest, for Agent’s benefit and the pro rata benefit of Banks. Each Bank agrees that any action taken by Agent in accordance with the provisions of the Loan Documents, and the exercise by Agent of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Banks. Each Bank hereby further appoints and authorizes the Administrative Agent to take such action as agent on its behalf and on behalf of each of its Affiliates who are owed Loan Obligations (each such Affiliate by acceptance of the benefits of the Loan Documents hereby ratifying such appointment) and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement or the other Loan Documents (including, without limitation, including enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersBanks; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreementapplicable law.

Authorization and Action. Each Lender Bank hereby appoints HVB as its Administrative Agent under and irrevocably authorizes the Administrative Agent (subject to this Section 10.1 and Section 10.7 (Successor Administrative Agent)) to take such action as agent on its behalf the Administrative Agent and to exercise such powers and discretion under this Agreement Agreement, the Loan Documents and the Notes as are delegated to the Administrative Agent by the terms hereofthereof, together with such powers and discretion as are reasonably incidental thereto. As Without limitation of the foregoing, each Bank expressly authorizes the Administrative Agent to any matters expressly provided for in execute, deliver, and perform its obligations under this Agreement as being subject and the Loan Documents, and to the discretion of exercise all rights, powers, and remedies that the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents Agent may have hereunder and employeesthereunder. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act act, or to refrain from acting (and shall be fully protected in so acting or refraining from acting) ), upon the instructions of the Required LendersMajority Banks, and such instructions shall be binding upon all Lendersthe Banks and all holders of any Note; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Bank prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (A) Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement the Loan Documents as being subject to the discretion consent, direction or approval of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection the approval of the outstanding Borrowings), the Administrative any Lender. Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Lender Parties and all holders of Notes. Agent shall not be entitled to request instructions from the Required Lenders in exercising any discretion or taking any action and shall be fully protected in so acting or refraining from acting upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lender Parties and all holders of Notes. In no event shall Agent be required to take any action that exposes the Administrative Agent believes to personal liability or that is be contrary to this Agreement or Applicable applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender Party (in its capacities as a Lender, the Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the no Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender on its own behalf (and, for the purposes of Article 10 and the Swap Guarantee, on behalf of each of its Affiliates which is or becomes a Swap Lender) hereby irrevocably appoints and authorizes the Administrative Agent to take such action as be its agent in its name and on its behalf and to exercise such rights or powers and discretion granted to the Agent or the Lenders under this Agreement as are delegated to the Administrative Agent by extent specifically provided herein and on the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to thereto and the discretion of the Administrative Agent, Agent hereby accepts such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents appointment and employeesauthorization. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings)Agreement, the Administrative Agent shall not be required to exercise any discretion or take any action, but but, subject to Section 14.9, shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, Majority Lenders and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability in such capacity or that which could result in the Agent's incurring any costs and expenses, without provision being made for indemnity of the Agent by the Lenders against any loss, liability, cost or expense incurred, or to be incurred or which is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this AgreementLaws.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and each other Loan Document as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes and the Subsidiary Guaranty), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement Agreement, any other Loan Document or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. The Documentation Agent and the Co-Agents, in their respective capacities as such, shall not have any duties or obligations whatsoever under this Agreement, the Notes, the Subsidiary Guaranty or any of the other Loan Documents.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement the Credit Documents as are delegated to the Administrative Agent Agent, by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Credit Documents (including, without limitation, including enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, provided that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement any Credit Document or Applicable Lawapplicable law and shall not be required to initiate or conduct any litigation or other proceedings. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower the Borrowers pursuant to the terms of this Agreement. The provisions of this Article VII are solely for the benefit of the Administrative Agent and the Lender Parties, and neither the Borrowers nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes, the Advances and the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent it to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law or regulations. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.. Notwithstanding anything to the contrary in any Loan Document, no Person identified as a syndication agent, joint lead arranger or joint bookrunner, in such Person’s capacity as such, shall have any obligations or duties to any Loan Party, the Administrative Agent or any other Secured Party under any of such Loan Documents. 103

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Issuing Bank, the Swing Line Bank and any Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability 103 96 or that is contrary to this Agreement Agreement, any other Loan Document or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. The Administrative Agent shall not be a trustee or fiduciary for any Lender.

Authorization and Action. Each Lender, each Fronting Bank and each Swing Line Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all Fronting Banks; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender and each Fronting Bank prompt notice of each notice given to it by any Borrower the Borrowers pursuant to the terms of this AgreementAgreement and to promptly forward to each Lender, each Fronting Bank and each Swing Line Lender the financial statements and any other certificates or statements delivered to the Administrative Agent pursuant to Section 5.01(g).

Authorization and Action. Each Lender (in its capacity as a Lender) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As thereto and to any matters expressly provided for delegate such powers and discretion to such sub-agents as it may deem to be appropriate in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employeesdiscretion. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, including enforcement or collection of the outstanding Borrowingsany Note), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersLenders or all the Lenders where unanimity is required, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms provisions of this AgreementArticle are for the benefit of the Lenders and the Administrative Agent, and no Loan Party shall have any rights as a third party beneficiary of any such provision.

Authorization and Action. (a) Each Lender hereby appoints and authorizes the Administrative Agent to (i) take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Financing Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As thereto and (ii) to any matters expressly provided for in this take such actions under the Security Agreement as being subject to the discretion on behalf of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employeesLenders as provided therein. As to any matters not expressly provided for by this Agreement the Financing Documents (including, without limitation, including enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower or any Borrower other Person pursuant to the terms of this AgreementAgreement or any other Financing Document.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for The duties of the Agent shall be mechanical and administrative in nature and the Agent shall not by reason of this Agreement as being subject to the discretion of the Administrative Agent, such matters be a trustee or fiduciary for any Lender. The Agent shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employeeshave no duties or responsibilities except those expressly set forth herein. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of Agent's security interest in the outstanding BorrowingsCollateral), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or so refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreementapplicable law.

Authorization and Action. Each Lender Party hereby ------------------------ appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding Borrowings)Notes, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, -------- ------- that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Bank hereby irrevocably appoints and authorizes JPMorgan Chase Bank, N.A. to act as its Administrative Agent and collateral agent hereunder and under each of the other Loan Papers. JPMorgan Chase Bank, N.A. consents to such appointment as Administrative Agent and agrees to perform the duties of the Administrative Agent hereunder and under the other Loan Papers. Each Bank authorizes and directs the Administrative Agent to take such action as agent act on its behalf and to exercise such powers and discretion under this Agreement as are specifically delegated to or required of the Administrative Agent by the terms hereofhereto, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement or the other Loan Papers (including, without limitation, enforcement or collection of the outstanding BorrowingsLoans or Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersMajority Banks, and such instructions shall be binding upon all LendersBanks and all holders of Loans or Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; providedPROVIDED, howeverHOWEVER, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, any other Loan Document or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender and each Issuing Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Basic Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (the Basic Documents, including, without limitation, enforcement or collection of the outstanding Borrowings)Notes, the Administrative Agent shall not be required to exercise any discretion or take any action, but and shall not be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) except upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of the Notes; provided, however, provided that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent it to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Issuing Bank and each Lender prompt notice of each notice given to it by any Borrower the Borrowers or Terra pursuant to the terms of this Agreement.. Each Lender and Issuing Bank:

Authorization and Action. Each Lender and the Issuing Bank hereby appoints and authorizes the Administrative Agent and the Paying Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by and the terms hereofPaying Agent under such agreements, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), other Loan Documents the Administrative Agent and the Paying Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersMajority Lenders and the Issuing Bank, and such instructions shall be binding upon all LendersLenders and the Issuing Bank; provided, however, that the Administrative Agent and the Paying Agent shall not be required to take any action that which exposes the Administrative Agent or the Paying Agent to personal liability or that which is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender and the Issuing Bank prompt notice of each notice given to it by any Borrower the Company pursuant to the terms of this AgreementAgreement or any other Loan Document.

Authorization and Action. Each Lender hereby appoints BNY as the Syndication Agent and BNS as the Administrative Agent under and for the purposes of each Loan Document. Each Lender authorizes the Administrative Agent to take such action as agent Administrative Agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any either Borrower pursuant to the terms of this Agreement. BNY as Syndication Agent and BNS, as Arranger, shall not be required to take any action under this Agreement (it being understood that the foregoing shall not prevent the Syndication Agent or the Arranger from engaging in any activity referred to in Section 7.03).

Authorization and Action. Each Lender (in its capacities as a Lender, the Swing Line Lender (if applicable), the L/C Issuer (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders (or, if required hereby, all Lenders), and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Lender, the Swingline Bank and each LC Issuing Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.Applicable

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Issuing Bank, the Swing Line Bank and any Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; providedPROVIDED, howeverHOWEVER, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, any other Loan Document or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice and other material information given to it by any the Borrower pursuant to the terms of this Agreement. The Administrative Agent shall not be a trustee or fiduciary for any Lender.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Collateral Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement Except as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly specifically provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings)Loan Documents, the Administrative Collateral Agent shall not be required to exercise any discretion or take any actionaction under any of the Loan Documents, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and the Collateral Agent shall not be liable to the Borrower or any Lender for any action taken or omitted at the direction of the Required Lenders; provided, however, that the Administrative Collateral Agent shall not be required to take any action that exposes the Administrative Agent Collateral Agent, in its sole judgment, to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Collateral Agent agrees to give to each Lender prompt notice of each written notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersBanks, and such instructions shall be binding upon all LendersBanks and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice and other report given to it by any the Borrower pursuant to the terms of this Agreement. The duties of the Administrative Agent shall be mechanical and administrative in nature, and the Administrative Agent shall not have by reason of this Agreement or other Loan Document a fiduciary relationship in respect of any Lender.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement or any other Loan Document (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes (if any); provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. The Agent shall be deemed to have exercised reasonable care in the administration and enforcement of this Agreement and the other Loan Documents if it undertakes such administration and enforcement in a manner substantially equal to that which Mxxxxxx Lxxxx Capital Corporation accords credit facilities similar to the credit facility hereunder for which it is the sole lender.

Authorization and Action. Each Lender hereby appoints ------------------------ and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, provided that the -------- Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.. Credit Agreement ----------------

Authorization and Action. Each Lender (in its capacity as a Lender) hereby appoints and authorizes each of the Agent and the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to each of the Agent and the Administrative Agent Agent, respectively, by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Agent and the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that neither the Agent nor the Administrative Agent shall not be required to take any action that exposes the Agent or the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this AgreementAgreement or the Collateral Documents, as the case may be.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, including enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersLenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacities as a Lender, the Swing Line Bank (if applicable) and an Issuing Bank (if applicable)) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby irrevocably appoints and ------------------------ authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for The duties of Agent shall be mechanical and administrative in nature and Agent shall not by reason of this Agreement as being subject to the discretion of the Administrative Agent, such matters be a trustee or fiduciary for any Lender. Agent shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employeeshave no duties or responsibilities except those expressly set forth herein. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of Agent's security interest in the outstanding BorrowingsCollateral), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or so refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Law. The Administrative applicable law; and provided further, and notwithstanding any other provision hereof, that the Majority Lenders shall provide notice to, and shall consult with, the other Lenders before instructing the Agent agrees to give to each Lender prompt notice take action which requires the consent of each notice given to it by any Borrower pursuant to the terms of this AgreementMajority Lenders.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower the Loan Parties pursuant to the terms of this Agreement.Agreement and to promptly forward to each Lender the financial statements and any other certificates or statements delivered to the Administrative Agent pursuant to Section 5.01(g). (NY) 08014/507/FIRSTENERGY/CA.doc

Authorization and Action. Each Lender and each Issuing Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Basic Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (the Basic Documents, including, without limitation, enforcement or collection of the outstanding Borrowings)Notes, the Administrative Agent shall not be required to exercise any -103- discretion or take any action, but and shall not be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) except upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of the Notes; provided, however, provided that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent it to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Issuing Bank and each Lender prompt notice of each notice given to it by any Borrower the Borrowers or Terra pursuant to the terms of this Agreement.. Each Lender and Issuing Bank:

Authorization and Action. Each Lender and the Fronting Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and the Fronting Bank; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender and the Fronting Bank prompt notice of each notice given to it by any the Borrower pursuant to the terms of this AgreementAgreement and to promptly forward to each Lender and the Fronting Bank the financial statements delivered to the Administrative Agent pursuant to Section 5.01(g).