Common use of Co-Agents Clause in Contracts

Co-Agents. (a) None of the UK Lenders identified on the facing page, the preamble or the signature pages to this Agreement as a “Documentation Agent”, if any, shall have any right (except as expressly set forth in this Agreement), power, obligation, liability. responsibility or duty under this Agreement or any other Loan Document other than those applicable to all UK Lenders as such. Without limiting the foregoing, none of the UK Lenders identified as a “Documentation Agent”, if any, shall have or be deemed to have any fiduciary relationship with any UK Lender. Each UK Lender acknowledges that it has not relied, and will not rely, on any of the UK Lenders so identified in deciding to enter into this Agreement or in taking any action hereunder or under any Loan Document. (b) Upon consultation with each of the US Borrower and the UK Borrower and for a period of thirty (30) days form the Closing Date in connection with the general syndication of the Facilities, the Administrative Agent shall have the right to appoint and grant titles to additional “Agents” and “Co-Agents” (other than, for the avoidance of doubt, any Administrative Agent, Collateral Agents, Security Agents or other agents with similar responsibilities or functions), which such additional Agents or Co-Agents shall become a party hereto pursuant to appropriate documentation (including by way of any Assignment and Acceptance Agreement or UK Transfer Agreement executed by such Agent or Co-Agents (or any affiliate thereof) in its capacity as a Lender hereunder. Following such appointment, the provisions set forth in the first two sentences of this Section 12.22 shall apply to such Agent or Co-Agent as if such Agent or Co-Agent were a “Documentation Agent” as referred to in this Section 12.22.

Co-Agents. (a) None of the UK US Lenders identified on the facing page, the preamble or the signature pages to this Agreement as a “Documentation AgentAgents”, if any, shall have any right (except as expressly set forth in this Agreement), power, obligation, liability. , responsibility or duty under this Agreement or any other Loan Document other than those applicable to all UK US Lenders as such. Without limiting the foregoing, none of the UK US Lenders identified as a “Documentation AgentAgents”, if any, shall have or be deemed to have any fiduciary relationship with any UK US Lender. Each UK US Lender acknowledges that it has not relied, and will not rely, on any of the UK US Lenders so identified in deciding to enter into this Agreement or in taking any action hereunder or under any Loan Document. (b) Upon consultation with each of the US Borrower Borrowers and the UK Borrower and for a period of thirty (30) days form from the Closing Date in connection with the general syndication of the Facilities, the Administrative Agent shall have the right to appoint and grant titles to additional “Agents” and “Co-Agents” (other than, for the avoidance of doubt, any Administrative Agent, Collateral Agents, Security Agents or other agents with similar responsibilities or functions), which such additional Agents or Co-Agents shall become a party hereto pursuant to appropriate documentation (including by way of any Assignment and Acceptance Agreement or UK Transfer Agreement executed by such Agent or Co-Agents (or any affiliate thereof) in its capacity as a Lender hereunder. Following such appointment, the provisions set forth in the first two sentences of this Section 12.22 12.21 shall apply to such Agent or Co-Agent as if such Agent or Co-Agent were a “Documentation AgentAgents” as referred to in this Section 12.2212.21.

Co-Agents. (a) Lead Managers; No Fiduciary Relationship. None of the UK Lenders identified on the facing page, the preamble page or the signature pages to of this Agreement as a “Documentation Agent”"documentation agent," "syndication agent," "managing agent", if any, "co-agent" or "joint arranger/joint book manager" shall have any right (except as expressly set forth in this Agreement)the right, power, obligation, liability. , responsibility or duty under this Agreement or any other Loan Document other than those applicable to all UK Lenders as such. Without limiting the foregoing, none of the UK Lenders so identified as a “Documentation Agent”, if any, "documentation agent," "syndication agent," "managing agent," "co-agent' or "joint arranger/joint book manager" shall have or be deemed to have any fiduciary relationship with any UK LenderLenders. Each UK Lender acknowledges that it has not relied, and will not rely, on any of the UK Lenders so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. In addition to the foregoing, the Borrower agrees that in connection with all aspects of the transactions contemplated hereby and any action hereunder or under any Loan Document. (b) Upon consultation with communications in connection therewith, the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Lenders, and each of the US Borrower Lenders identified on the facing page or the signature page hereof as a "documentation agent," "syndication agent," "managing agent, "co-agent" or "joint arranger/joint book manager" and their Affiliates, on the UK Borrower other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the Lenders, or any Lenders so identified as a "documentation agent," "syndication agent," "managing agent," "co-agent" or "joint arranger/joint book manager" or their Affiliates, and for a period of thirty (30) days form the Closing Date no such duty will be deemed to have arisen in connection with the general syndication of the Facilities, the Administrative Agent shall have the right to appoint and grant titles to additional “Agents” and “Co-Agents” (other than, for the avoidance of doubt, any Administrative Agent, Collateral Agents, Security Agents such transactions or other agents with similar responsibilities or functions), which such additional Agents or Co-Agents shall become a party hereto pursuant to appropriate documentation (including by way of any Assignment and Acceptance Agreement or UK Transfer Agreement executed by such Agent or Co-Agents (or any affiliate thereof) in its capacity as a Lender hereunder. Following such appointment, the provisions set forth in the first two sentences of this Section 12.22 shall apply to such Agent or Co-Agent as if such Agent or Co-Agent were a “Documentation Agent” as referred to in this Section 12.22communications.

Co-Agents. (a) None of the UK Lenders identified on the facing page, the preamble or the signature pages to this Agreement as a “Documentation AgentAgents”, if any, shall have any right (except as expressly set forth in this Agreement), power, obligation, liability. , responsibility or duty under this Agreement or any other Loan Document other than those applicable to all UK Lenders as such. Without limiting the foregoing, none of the UK Lenders identified as a “Documentation AgentAgents”, if any, shall have or be deemed to have any fiduciary relationship with any UK Lender. Each UK Lender acknowledges that it has not relied, and will not rely, on any of the UK Lenders so identified in deciding to enter into this Agreement or in taking any action hereunder or under any Loan Document. (b) Upon consultation with each of the US Borrower Borrowers and the UK Borrower and for a period of thirty (30) days form from the Closing Date in connection with the general syndication of the Facilities, the Administrative Agent shall have the right to appoint and grant titles to additional “Agents” and “Co-Agents” (other than, for the avoidance of doubt, any Administrative Agent, Collateral Agents, Security Agents or other agents with similar responsibilities or functions), which such additional Agents or Co-Agents shall become a party hereto pursuant to appropriate documentation (including by way of any Assignment and Acceptance Agreement or UK Transfer Agreement executed by such Agent or Co-Agents (or any affiliate thereof) in its capacity as a Lender hereunder. Following such appointment, the provisions set forth in the first two sentences of this Section 12.22 12.21 shall apply to such Agent or Co-Agent as if such Agent or Co-Agent were a “Documentation AgentAgents” as referred to in this Section 12.2212.21.

Co-Agents. (a) None of the UK Lenders identified on the facing pageNeither General Electric Capital Corporation, the preamble or the signature pages to this Agreement as a “Syndication Agent, nor Fleet Capital Corporation, as Documentation Agent”, if any, shall have any right (except as expressly set forth in this Agreement)right, power, obligation, liability. , responsibility or duty under this Agreement or any other Loan Document other than those applicable to all UK Lenders as such. Without limiting the foregoing, none of the UK Lenders identified neither General Electric Capital Corporation, as a “Syndication Agent, nor Fleet Capital Corporation, as Documentation Agent”, if any, shall have or be deemed to have any fiduciary relationship with any UK LenderLender or any other Person. Each UK Lender acknowledges that it has not relied, and will not rely, on any of the UK Lenders so identified General Electric Capital Corporation, as Syndication Agent, or Fleet Capital Corporation, as Documentation Agent, in deciding to enter into this Agreement or in taking or not taking action hereunder. 7. The Credit Agreement is amended by deleting Section 14.11(a) and inserting the following in lieu thereof: (a) The Borrower agrees to defend, indemnify and hold the Agent-Related Persons, the Syndication Agent, the Documentation Agent, and each Lender, and each of their respective officers, directors, employees, counsel, representatives, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of the Agent or replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action hereunder taken or omitted by any such Person under any Loan Document. (b) Upon consultation with each of the US Borrower and the UK Borrower and for a period of thirty (30) days form the Closing Date or in connection with the general syndication any of the Facilitiesforegoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement, any other Loan Document, or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the Administrative Agent "Indemnified Liabilities"); provided, that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the right to appoint and grant titles to additional “Agents” and “Co-Agents” (other than, for the avoidance gross negligence or willful misconduct of doubt, any Administrative Agent, Collateral Agents, Security Agents or other agents with similar responsibilities or functions), which such additional Agents or Co-Agents shall become a party hereto pursuant to appropriate documentation (including by way of any Assignment and Acceptance Agreement or UK Transfer Agreement executed by such Agent or Co-Agents (or any affiliate thereof) in its capacity as a Lender hereunderIndemnified Person. Following such appointment, the provisions set forth in the first two sentences of this Section 12.22 shall apply to such Agent or Co-Agent as if such Agent or Co-Agent were a “Documentation Agent” as referred to The agreements in this Section 12.2214.11 shall survive payment of all other Obligations and the termination of this Agreement. 8. The Credit Agreement is amended by deleting Section 14.11(c) and inserting the following in lieu thereof:

Co-Agents. (a) None of the UK US Lenders identified on the facing page, the preamble or the signature pages to this Agreement as a “Documentation Agent”, if any, shall have any right (except as expressly set forth in this Agreement), power, obligation, liability. , responsibility or duty under this Agreement or any other Loan Document other than those applicable to all UK US Lenders as such. Without limiting the foregoing, none of the UK US Lenders identified as a “Documentation Agent”, if any, shall have or be deemed to have any fiduciary relationship with any UK US Lender. Each UK US Lender acknowledges that it has not relied, and will not rely, on any of the UK US Lenders so identified in deciding to enter into this Agreement or in taking any action hereunder or under any Loan Document. (b) Upon consultation with each of the US Borrower and the UK Borrower and for a period of thirty (30) days form from the Closing Date in connection with the general syndication of the Facilities, the Administrative Agent shall have the right to appoint and grant titles to additional “Agents” and “Co-Agents” (other than, for the avoidance of doubt, any Administrative Agent, Collateral Agents, Security Agents or other agents with similar responsibilities or functions), which such additional Agents or Co-Agents shall become a party hereto pursuant to appropriate documentation (including by way of any Assignment and Acceptance Agreement or UK Transfer Agreement executed by such Agent or Co-Agents (or any affiliate thereof) in its capacity as a Lender hereunder. Following such appointment, the provisions set forth in the first two sentences of this Section 12.22 shall apply to such Agent or Co-Agent as if such Agent or Co-Agent were a “Documentation Agent” as referred to in this Section 12.22.