Common use of Authorization and Action Clause in Contracts

Authorization and Action. Each Lender hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit Advances), the 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 all of the Lenders to the extent required by the terms of this Agreement), and such instructions shall be binding upon all Lenders and all holders of Revolving Credit Advances; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Outstanding Credit AdvancesExposures), the 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 all of the Lenders to the extent required by the terms of this Agreement), and such instructions shall be binding upon all Lenders and all holders of Revolving Outstanding Credit AdvancesExposures; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender hereby appoints and authorizes the Designated 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 Designated Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement of this Agreement or collection of the Revolving Credit Advances), the Designated 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 all of the Lenders to the extent required by the terms of this Agreement)Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Designated Agent shall not be required to take any action that which exposes the Designated Agent to personal liability or that which is contrary to this Agreement or applicable law. The Designated Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacity as a Lender and an Issuing Bank, as applicable) hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacities as a Lender and an Issuing Bank (as applicable)) hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement, other than any notice the Borrower is obligated to provide directly to such Lender.

Authorization and Action. Each Lender hereby appoints ------------------------ and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be -------- ------- required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacities as a Lender and Issuing Bank, as applicable) hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the 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 Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or the other Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit Advances), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or the other Loan Documents applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by each of the Borrower Borrowers pursuant to the terms of this AgreementAgreement or the other Loan Documents.

Authorization and Action. Each Lender (in its capacities as a Lender and Issuing Bank, as applicable) hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Company or any other Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Bank hereby appoints and authorizes the 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 Agent by the terms hereofhereof and of the other Credit Documents, together with such powers and discretion as are reasonably incidental thereto. Statements under the Credit Documents that the Agent may take certain actions, without further qualification, means that the Agent may take such actions with or without the consent of the Banks or the Majority Banks, but where the Credit Documents expressly require the determination of the Banks or the Majority Banks, the Agent shall not take any such action without the prior written consent thereof. As to any matters not expressly provided for by this Agreement or any other Credit Document (including, without limitation, enforcement or collection of the Revolving Credit AdvancesLoan Notes), the 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 written instructions of the Required Lenders (or all of the Lenders to the extent required by the terms of this Agreement)Majority Banks, and such instructions shall be binding upon all Lenders Banks and all holders of Revolving Credit AdvancesLoan Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement Agreement, any other Credit Document, or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacity as a Lender) hereby appoints and authorizes the 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 such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)where unanimity is required, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the no Agent shall not be required to take any action that exposes the such Agent to personal liability or that is contrary to this Agreement or applicable law. The Each Agent agrees to give to each Lender prompt notice of each notice given to it by the any Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacities as a Lender and Issuing Bank (as applicable)) hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; providedPROVIDED, howeverHOWEVER, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacities as a Lender and an Issuing Bank, as applicable) hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacities as a Lender and Issuing Bank, as applicable) hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesLoan Documents), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement Agreement, any other Loan Document or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Company or any other Loan Party pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes each Agent to enter into such of the Agent Loan Documents to which it is a party and 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 such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, including enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the no Agent shall not be required to take any action that exposes the such Agent to personal liability or that is contrary to this Agreement or applicable law. The Each Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower BMCA pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Party (in its capacities as a Lender, an Issuing Bank (if applicable) and a potential Hedge Bank) hereby appoints and authorizes the 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 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 the Loan Documents as being subject to the discretion of any Agent, such matters shall be subject to the sole discretion of such 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 Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders Lender Parties and all holders of Revolving Credit AdvancesNotes; provided, however, that the no Agent shall not be required to take any action that exposes the such Agent to personal liability or that is contrary to this Agreement or applicable law. The Each Agent agrees to give to each Lender Party and each other Agent prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacities as a Lender and an Issuing Bank, as applicable) hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the any Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacities as a Lender and Issuing Bank, as applicable) hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, including without limitation, enforcement or collection of the Revolving Credit Advancesany Notes), the 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 of the Lenders to the extent as otherwise required by the terms of this Agreement), Section 8.1(b) and such instructions shall be binding upon all Lenders and all holders of Revolving interests Five-Year Credit Agreement 49 in Advances; provided, however, that the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Borrowers pursuant to the terms of this Agreement. The Agent further agrees to make a request pursuant to Section 4.1(a)(8) at the request of any Lender, and to share such requested information with the Lenders.

Authorization and Action. Each Lender (in its capacities as a Lender and Issuing Bank, as applicable) hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all such other number of the Lenders to the extent as required by the terms of this Agreementhereunder), and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Company or any other 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 the Notes 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 not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), 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 (or all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; 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 of the Lenders prompt notice of each notice given to it by 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 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 not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), 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 (or all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; 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 the Borrower Borrowers pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Transaction Documents as are delegated to the Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. The Agent reserves the right, in its sole discretion (subject to Section 10.01), to agree to any amendment, modification or waiver of the provisions of this Agreement or any instrument or document delivered pursuant hereto, and also to exercise any rights and remedies available under this Agreement and the other Transaction Documents or pursuant to applicable law. As to any matters not expressly provided for by this Agreement or the other Transaction Documents (including, without limitation, enforcement of this Agreement or collection of the Revolving Credit Advancesother Transaction Documents), the 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 all of the Lenders to the extent required by the terms of this Agreement), Majority Banks and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesLenders; provided, however, that the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement Agreement, the other Transaction Documents or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Party (in its capacities as a Lender and Issuing Bank (as applicable)) hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders Lender Parties and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its ------------------------ capacity as a Lender and an Issuing Bank (if applicable)) hereby appoints and authorizes the 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 Agent Agents by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit Advances), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the no Agent shall not be required to -------- ------- take any action that exposes the such Agent to personal liability or that is contrary to this Agreement or applicable law. The Each Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacity as a Lender and an Issuing Bank (if applicable)) hereby appoints and authorizes the 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 Agent Agents by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit Advances), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the no Agent shall not be required to take any action that exposes the such Agent to personal liability or that is contrary to this Agreement or applicable law. The Each Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender (in its capacities as a Lender) hereby appoints and authorizes the 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 such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit Advances), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the no Agent shall not be required to take any action that exposes the such Agent to personal liability or that is contrary to this Agreement or applicable law. The Each Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the 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 such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the no Agent shall not be required to exercise any discretion or take any actionaction (including, without limitation, giving any consent, undertaking any enforcement action or exercising any remedies), 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the no Agent shall not be required to take any action that exposes the such Agent to personal liability or that is contrary to this Agreement or applicable law. The Each Agent agrees to give to each Lender prompt notice of each notice given to it by the any Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacities as a Lender and an Issuing Bank, if applicable) hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 actingacting ) upon the instructions of the Required Lenders (or all of the Lenders to the extent required by the terms of this Agreement)Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacity as a Lender) hereby appoints and authorizes the 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 such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 (Lenders, or all of the Lenders to the extent where unanimity is required by the terms of this Agreement), and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the no Agent shall not be required to take any action that exposes the such Agent to personal liability or that is contrary to this Agreement or applicable law. The Each Agent agrees to give to each Lender prompt notice of each notice given to it by the any Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender hereby appoints and authorizes the 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 such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit AdvancesObligations of the Loan Parties), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the no Agent shall not be required to take any action that exposes the such Agent to personal liability or that is contrary to this Agreement or applicable law. The Each Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement Agreement, and the other Loan documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesLenders; provided, however, that the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement or the other Loan Documents or applicable law. The Agent agrees to give to each Lender prompt notice promptly a copy of each notice given to it by the Borrower pursuant to the terms of this AgreementAgreement and the other Loan Documents.

Authorization and Action. Each Lender hereby appoints ------------------------ and authorizes the each Appropriate 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 such Appropriate Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit Debt resulting from the Advances), the Agent Appropriate 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 (or all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesLenders; provided, however, that the Agent Appropriate Agents shall not be required to take any -------- ------- action that exposes the Agent Appropriate Agents to personal liability or that is contrary to this Agreement or applicable law. The Each Appropriate Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Loan Parties 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 hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), 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 (or all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; 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 93 89 of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacities as a Lender, Swing Line Bank and Issuing Bank, as applicable) hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit Advancesany Notes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit Advancesany Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Company or any other Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacities as a Lender and Issuing Bank, as applicable) hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit Advancesany Notes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit Advancesany Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Company or any other Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacity as a Lender and an Issuing Bank (if applicable)) hereby appoints and authorizes the 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 Agent Agents by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit Advances), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; providedPROVIDED, howeverHOWEVER, that the no Agent shall not be required to take any action that exposes the such Agent to personal liability or that is contrary to this Agreement or applicable law. The Each Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints U.S. Bank National ------------------------ Association, as Agent under this Agreement and the other Loan Documents and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement perform such duties as are expressly delegated to the Agent by the terms hereofof this Agreement and such other Loan Documents, together with such powers and discretion as are reasonably incidental thereto. As to any matters matter not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit Advancesthe Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints --------------------------------------- and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be -------- ------- required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Investor and each Bank hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Transaction Documents as are delegated to the Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. The Agent reserves the right, in its sole discretion (subject to Section 10.01), to agree to any amendment, modification or waiver of the provisions of this Agreement or any instrument or document delivered pursuant hereto, and also to exercise any rights and remedies available under this Agreement and the other Transaction Documents or pursuant to applicable law. As to any matters not expressly provided for by this Agreement or the other Transaction Documents (including, without limitation, enforcement of this Agreement or collection of the Revolving Credit Advancesother Transaction Documents), the 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 all of the Lenders to the extent required by the terms of this Agreement), Majority Banks and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesBanks; provided, however, that the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement Agreement, the other Transaction Documents or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby irrevocably appoints Credit Suisse to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents for the benefit of the Secured Parties and Credit Suisse to act on its behalf as the Collateral Agent hereunder and under the other Loan Documents for the benefit of the Secured Parties and authorizes the 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 such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit AdvancesTerm Notes), the 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 or, if required hereby, all of the Lenders to the extent required by the terms of this AgreementLenders), and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesTerm Notes; provided, however, that the no Agent shall not be required to take any action that exposes the such Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints ------------------------ and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be -------- ------- required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender and the Collateral Agent prompt notice of each notice given to it by the Borrower Borrowers pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacities as a Lender and Issuing Bank, as applicable) hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; providedPROVIDED, howeverHOWEVER, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Company or any other Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender (in its capacities as a Lender and Issuing Bank, as applicable) hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Borrowers or any Issuing Bank pursuant to the terms of this Agreement.

Authorization and Action. Each Lender of the Banks hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and each Selling Subsidiary Letter as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or any Selling Subsidiary Letter (including, without limitation, enforcement or collection of the Revolving Credit Advancesthis Agreement and any Selling Subsidiary Letter), the 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 all a majority in interest of the Lenders to the extent required by the terms of this Agreement)Banks, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesBanks; provided, however, that the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement or any Selling Subsidiary Letter or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacity ------------------------ as a Lender) hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Transaction Documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Transaction Documents (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the -------- ------- Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Second Lien Lender (in its capacity as a Second Lien Lender) hereby appoints and authorizes the 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 such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit Advances), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Second Lien Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the no Agent shall not be required to take any action that exposes the such Agent to personal liability or that is contrary to this Agreement or applicable law. The Each Agent agrees to give to each Second Lien Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Bank (in its capacity as a ------------------------ Bank) hereby appoints and authorizes the 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 such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (includingthe Loan Documents, without limitation, enforcement or collection of the Revolving Credit Advances), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act (in the case of the Administrative Agent) or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders (Banks or all of the Lenders to the extent required by the terms of this Agreement)Banks where unanimity is required, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesBanks; provided, -------- however, that the no Agent shall not be required to take any action that exposes the such ------- Agent to personal liability or that is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender Bank prompt notice of each notice given to it by the Borrower any Account Party pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in ------------------------ its capacity as a Lender and an Issuing Bank (if applicable)) hereby appoints and authorizes the 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 Agent Agents by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit Advances), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the no Agent shall not be -------- ------- required to take any action that exposes the such Agent to personal liability or that is contrary to this Agreement or applicable law. The Each Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement Agreement, and the other Loan Documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all or, with respect to those actions to be taken at the direction of the Lenders to holders of a majority of the extent required by principal amount of Revolving Credit Notes, upon the terms instruction of this Agreementsuch holders), and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesLenders; provided, however, that the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement or the other Loan Documents or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementAgreement and the other Loan Documents.

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 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 not expressly provided for by this Agreement or any other Credit Document (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), 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 (or all of the Lenders to the extent required by the terms of this Agreement)Majority Banks, and such instructions shall be binding upon all Lenders Banks and all holders of Revolving Credit AdvancesNotes; 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 law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementLegal Requirements.

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 to any matters not expressly provided for by this Agreement (the Loan Documents, including, without limitation, enforcement or collection of the Revolving Credit Advances)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 (or all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit Advancesthe Notes; provided, however, that the Administrative -------- Agent shall not be required to take any action that exposes the Agent it 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 the Borrower pursuant to the terms of this Agreement. The Administrative Agent is irrevocably authorized to enter into the Subordination and Amendment Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes and the Convertible Notes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes and the Convertible Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the either Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender The Lenders hereby appoints appoint and authorizes authorize 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 Agent them, respectively, by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement in the Financing Documents (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement), and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesLenders; provided, however, that the Agent shall not be required to take any action that exposes the Agent it to personal liability or that is contrary to this Agreement or applicable lawApplicable Law. The Agent hereunder agrees to give to each Lender the Lenders prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Bank hereby appoints and authorizes the Agent Agents, to take such action as their agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto; provided that no Agent shall have any duty or obligation under any Loan Document to which it is not a party. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit AdvancesPromissory Notes), the 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 [SEAL] refraining from acting) upon the instructions of the Required Lenders (or all of the Lenders to the extent required by the terms of this Agreement)Banks, and such instructions shall be binding upon all Lenders Banks and all holders of Revolving Credit AdvancesPromissory Notes; provided, however, that the Agent Agents shall not be required to take any action that which exposes the Agent them to personal liability or that which is contrary to this Agreement or the applicable law. The Agent agrees Agents agree to give to each Lender Bank prompt notice of each notice or other reports given to it them by the Borrower Obligors pursuant to the terms of this AgreementAgreement or any other Loan Document.

Authorization and Action. Each Lender Investor and each Bank hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Transaction Documents as are delegated to the Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. The Agent reserves the right, in its sole discretion (subject to Section 10.01), to agree to any amendment, modification or waiver of the provisions of this Agreement or any instrument or document delivered pursuant hereto, and also to exercise any rights and remedies available under this Agreement and the other Transaction Documents or pursuant to applicable Law. As to any matters not expressly provided for by this Agreement or the other Transaction Documents (including, without limitation, enforcement of this Agreement or collection of the Revolving Credit Advancesother Transaction Documents), the 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 all of the Lenders to the extent required by the terms of this Agreement), Majority Banks and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesBanks; provided, however, that the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement Agreement, the other Transaction Documents or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementLaw.

Authorization and Action. (a) Each Lender (in its capacities as a Lender and Issuing Bank, as applicable) hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower 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 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 not expressly 77 provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), 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 (or all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; 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 the Borrower Borrowers pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit Advancesany Notes), the 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 all such other number or percentage of Lenders as shall be necessary under the Lenders to the extent required by the terms of this Agreementcircumstances as provided in Section 8.01), and such instructions shall be binding upon all Lenders and all holders of Revolving Credit Advancesany Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacity as a Lender) hereby appoints and authorizes the 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 such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)where unanimity is required, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the no Agent shall not be required to take any action that exposes the such Agent to personal liability or that is contrary to this Agreement or applicable law. The Each Agent agrees to give to each Lender prompt notice of each notice given to it by the Parent or the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf of such Lender and to exercise such powers and discretion under this Agreement as are delegated to the 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 not expressly provided for by this Agreement or any other Credit Document (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 of the Lenders to the extent required by the terms of this Agreementwhere unanimity is required), and such instructions shall be binding upon all Lenders and all holders of Revolving Credit Advancesthe Notes; providedPROVIDED, howeverHOWEVER, that the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement Agreement, any other Credit Document, or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the 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 Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or the other Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit Advances), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or any of the other Loan Documents under applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementAgreement or the other Loan Documents.

Authorization and Action. Each Lender hereby appoints ------------------------ and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any -------- ------- action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the 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 Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Revolving Notes and under the Letter of Credit AdvancesAgreement), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes and the Issuing Bank; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.applicable

Authorization and Action. Each Lender hereby appoints and authorizes the Agent Rabobank to take such action as agent on its behalf and as the Administrative Agent to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent them respectively by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, in the case of the Administrative Agent, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, provided that the no Agent shall not be required to take any action that exposes the Agent it or its officers or directors 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 any Borrower or other Loan Party pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacity as a Lender) hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Transaction Documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Transaction Documents (including, without limitation, including enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Party hereby appoints and authorizes the 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 Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Revolving Credit AdvancesDebt resulting from the Term Loans), the Agent shall not be required to exercise any discretion or take any action, 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders Lender Parties and all holders of Revolving Credit AdvancesTerm Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the 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 Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Revolving Credit AdvancesNotes), the 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 all of the Lenders to the extent required by the terms of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of Revolving Credit AdvancesNotes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. The provisions of this Article are solely for the benefit of the Agent and the Lenders and the Borrower shall not have rights as a third party beneficiary of any such provisions.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent and the Foreign Currency 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 Agent by the terms hereofextent provided herein or in any document or instrument delivered hereunder or in connection herewith, together with such powers and discretion other action as are may be reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of this Agreement or any Related Document) neither the Revolving Credit Advances), Administrative Agent nor the Foreign Currency Agent shall not be required to exercise any discretion or take any actiondiscretion, 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 all of the Lenders to the extent required by the terms of this Agreement), and such instructions shall be binding upon all Lenders and all holders of Revolving Credit Advances; provided, however, that Lenders. Under no circumstances shall the Administrative Agent shall not or the Foreign Currency Agent be required to take any action that which exposes the Administrative Agent or the Foreign Currency Agent to personal liability or that which is contrary to this Agreement or to the Related Documents or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.