Common use of Appointment and Authorization Clause in Contracts

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints the Agent and the Collateral Agent (collectively, the “Appointed Agents”) as its agents under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent each Appointed Agent, in its respective capacity, to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Appointed Agent agrees to act as such on the express conditions contained in this Article XIII. The provisions of this Article XIII (other than Sections 13.9, 13.10(a) and 13.10(b)) are solely for the benefit of the Appointed Agents and the Lenders, and the Borrower shall have no rights as third party beneficiaries of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative each Appointed Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative any Appointed Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative any Appointed Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative any Appointed Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit Except as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally expressly otherwise provided in this Agreement (including any required consent or direction from the Required Lenders), each Appointed Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Appointed Agent is expressly entitled to take or assert under this Agreement and the Issuing other Loan Documents, including the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by the Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints Bank as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 14. The provisions of this Article 14 are solely for the benefit of the Agent and the Lenders and the Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. . Except as expressly otherwise provided in this Agreement, the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) Each Issuing Lender shall act on behalf the making of Protective Advances pursuant to Section 2.2(i), and (c) the Lenders exercise of remedies pursuant to Section 11.2, including the taking of any action to enforce any Obligations or Loan Documents or to realize upon any Collateral or to otherwise exercise any rights or remedies with respect to any Letters of Credit issued by it Collateral under the Loan Documents, applicable law or otherwise, and the documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably (subject to Section 14.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each An Issuing Lender Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit issued by it and the documents associated therewith. Each , and such Issuing Lender Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article X with respect to any acts taken or omissions suffered by such Issuing Lender Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, ” as used in this Section 14, Article X and in the definition of “Agent-Related Person” included such Issuing Lender Bank with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender herein with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderIssuing Bank.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative Agent to take such action as contractual representative on its such Lender’s behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and perform such duties the other Loan Documents as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to Not in limitation of the contrary contained elsewhere in this Agreement or in any other Loan Documentforegoing, each Lender authorizes and directs the Administrative Agent shall not have any duties or responsibilities to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except those expressly as otherwise set forth herein, nor any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent have a trustee or be deemed fiduciary for any Lender or to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against impose on the Administrative AgentAgent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent,” “the Administrative Agent,” “agent” herein and similar terms in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . The Administrative Agent shall act on behalf deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the Lenders with respect to any Letters of Credit issued by it financial statements, certificates, notices and the other documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided delivered to the Administrative Agent in this Section 14 with respect pursuant to Article IX that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any acts taken Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided notice furnished to the Administrative Agent in by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Section 14 with respect Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any acts taken or omissions suffered matters not expressly provided for by the Swing Line Lender Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in connection with Swing Line Loans made so acting or proposed to refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be made by it as fully as if binding upon all Lenders and all holders of any of the term “Administrative Agent”Obligations; provided, as used in this Section 14however, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided that, notwithstanding anything in this Agreement with respect to the Swing Line Lendercontrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably (subject to Section 14.913.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties duty or responsibilities responsibility except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each The Issuing Lender Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit issued by it and the documents associated therewith. Each The Issuing Lender Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 13 with respect to any acts taken or omissions suffered by such the Issuing Lender Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative "Agent”", as used in this Section 1413, included such the Issuing Lender Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing LendersBank. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative Agent to take such action as contractual representative on its such Lender’s behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and perform such duties the other Loan Documents as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to Not in limitation of the contrary contained elsewhere in this Agreement or in any other Loan Documentforegoing, each Lender authorizes and directs the Administrative Agent shall not have any duties or responsibilities to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except those expressly as otherwise set forth herein, nor any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. In furtherance of the foregoing, and not in limitation, each of the Lenders authorizes the Administrative Agent have to enter into one or more intercreditor agreements, collateral agency agreements and Collateral Documents acceptable to the Administrative Agent in its reasonable discretion with parties to any Pari Passu Debt, including (if applicable) for the purpose of acting as collateral agent for the Secured Parties and the parties to such Pari Passu Debt (and each reference to the Administrative Agent in this Article XII shall be deemed to have any fiduciary relationship with any Lenderinclude a reference to the Administrative Agent acting in such capacity, and no implied covenants, functions, responsibilities, duties, obligations or liabilities if applicable). Nothing herein shall be read into this Agreement or any other Loan Document or otherwise exist against construed to deem the Administrative AgentAgent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints Bank as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Agent and the Lenders and the Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 1.2(i), and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to Section 9.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably (subject to Section 14.913.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 13 with respect to any acts taken or omissions suffered by such Issuing Lender Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative "Agent”", as used in this Section 1413, included such Issuing Lender Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing LendersBanks. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints each of the Agents as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative each Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Agent agrees to act as such on the express conditions contained in this Article VIII. The provisions of this Article VIII are solely for the benefit of the Agents and the Lenders and the Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent Agents shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent Agents have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations obligations, or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative AgentAgents. Without limiting the generality of the foregoing sentence, the use of the term “agentagents” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, each Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which such Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including (a) the determination of the benefits applicability of ineligibility criteria and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement other determinations with respect to the Issuing Lenders. calculation of the Borrowing Base, (b) the making of Protective Advances pursuant to Section 2.04, and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to Article VII, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative Agent to take such action as contractual representative on its such Lender’s behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and perform such duties the other Loan Documents as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to Not in limitation of the contrary contained elsewhere in this Agreement or in any other Loan Documentforegoing, each Lender authorizes and directs the Administrative Agent shall not have any duties or responsibilities to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except those expressly as otherwise set forth herein, nor any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent have a trustee or be deemed fiduciary for any Lender or to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against impose on the Administrative AgentAgent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent,” “Administrative Agent,” “agent” herein and similar terms in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . The Administrative Agent shall act on behalf deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the Lenders with respect to any Letters of Credit issued by it financial statements, certificates, notices and the other documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided delivered to the Administrative Agent in this Section 14 with respect pursuant to Article IX that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any acts taken Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided notice furnished to the Administrative Agent in by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Section 14 with respect Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any acts taken or omissions suffered matters not expressly provided for by the Swing Line Lender Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in connection with Swing Line Loans made so acting or proposed to refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be made by it as fully as if binding upon all Lenders and all holders of any of the term “Administrative Agent”Obligations; provided, as used in this Section 14however, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided that, notwithstanding anything in this Agreement with respect to the Swing Line Lendercontrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints BankAmerica Business Credit, Inc. as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 14. The provisions of this Article 14 are solely for the benefit of the Agent and the Lenders and the Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including, without limitation, (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Availability, (b) the making of Agent Advances pursuant to Section 2.2(i), and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to Section 11.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints ▇▇▇▇▇ Fargo as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as such on the express conditions contained in this Section Twelve. The provisions of this Section Twelve are solely for the benefit of Agent and Lenders, and Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities to Lenders, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, Agent shall act on behalf of the Lenders have and may use its discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Availability, (b) the making of Agent Advances pursuant to Section 2.2(i), and (c) The Swing Line the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by Lenders. Without limiting Section 11.1, Agent may, and each Lender shall have authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Loan Documents and to enter into amendments, restatements, modifications and supplements to the Loan Documents entered into between Agent and one or more Borrowers or Guarantors from time to time to take any action contemplated or permitted by the terms of this Agreement. Any action taken by Agent in accordance with the provisions of the benefits Loan Documents, and immunities the exercise by Agent of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. Without limiting the generality of the foregoing, each Lender hereby authorizes each of Collateral Agent and Agent to enter into the Intercreditor Agreement and the Security Agreement (i) provided together with any joinders thereto and any amendments, modifications or supplements thereto to make conforming changes to the Administrative Agent Loan Documents, resolve any ambiguities in this Section 14 with respect Agent’s discretion and make corrective amendments thereto), and to any acts taken or omissions suffered take all actions contemplated by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if Intercreditor Agreement and the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderSecurity Agreement.

Appointment and Authorization. (a) Each Lender Purchaser hereby irrevocably (subject to Section 14.9) appoints, designates and appoints BTMUNY as the “Administrative Agent” hereunder and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document actions and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any Administrative Agent hereby and to exercise such other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere The Administrative Agent shall hold, in this Agreement or in any other Loan Documentits name, on behalf of each Purchaser, the Asset Interests of each Purchased Receivable of such Purchaser. The Administrative Agent shall not have any duties or responsibilities except other than those expressly set forth herein, nor shall the Administrative Agent have herein or be deemed to have any fiduciary relationship with any LenderPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document Agreement, or otherwise exist exist, against the Administrative Agent. Without limiting the generality The Administrative Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of the foregoing sentencetrust or agency with, the use of the term “agent” herein and any Purchaser, any Seller or any other Person. Notwithstanding any provision hereof or any other Purchase Document, in the other Loan Documents with reference to no event shall the Administrative Agent ever be required to take any action which exposes the Administrative Agent to personal liability or which is not intended contrary to connote any fiduciary or other implied (or express) obligations arising under agency doctrine the provision of any Purchase Document or applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesLaw. (b) Each Issuing Lender shall act on behalf Except as otherwise specifically provided in this Agreement, the provisions of this Section 13 are solely for the Lenders with respect to any Letters benefit of Credit issued by it and the documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in and the Purchasers, and no Seller shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Section 14 with respect 13, except that this Section 13 shall not affect any obligations which the Administrative Agent or any Purchaser may have to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Seller under the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lendersother provisions hereof. (c) The Swing Line Lender shall have all of the benefits In performing its functions and immunities (i) provided to duties hereunder, the Administrative Agent in this Section 14 shall act solely as the agent of the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with respect to or for any acts taken Seller or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions any of its successors and (ii) as additionally provided in this Agreement with respect to the Swing Line Lenderassigns.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints the Bank as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Agent and the Lenders and no Borrower shall have any rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 1.2(i), and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to Section 9.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably (subject to Section 14.99.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender Bank shall act on behalf of the Lenders Revolving Banks with respect to any Letters of Credit issued by it and the documents associated therewith. Each therewith until such time (and except for so long) as Agent may agree at the request of the Revolving Banks to act for Issuing Lender Bank with respect thereto; provided, however, that Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article IX with respect to any acts taken or omissions suffered by such Issuing Lender Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “Administrative Agent”, ” as used in this Section 14, Article IX included such Issuing Lender Bank with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement herein with respect to Issuing Bank. Prior to the Issuance of a Letter of Credit or upon the payment of any drawing on a Letter of Credit by Issuing Lenders. (c) The Swing Line Lender Bank other than Agent, Issuing Bank shall have all provide written notice to Agent of the benefits dollar amount, the date of such Issuance of payment and immunities (i) provided the expiry date for such Letter of Credit. Such Issuance shall be subject to the Administrative Agent consent of Agent. Such consent shall not result in this Section 14 with respect to the imposition of any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative liability upon Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each The Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each , and the Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article 11 with respect to any acts taken or omissions suffered by such the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “"Administrative Agent”, " as used in this Section 14, Article 11 and in the definition of "Agent-Related Person" included such the Issuing Lender with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement herein with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints Bank as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Agent and the Lenders and the Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 1.2(i), and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to Section 9.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each member of the Lender Group hereby irrevocably (subject to Section 14.9) appoints, designates and authorizes appoints SunTrust Bank as the Administrative Agent and authorizes it to take such action actions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of Administrative Agent under this Agreement or any and the other Loan DocumentDocuments, together with all such actions and powers as that are reasonably incidental thereto. Notwithstanding The Administrative Agent may perform any provision to of its duties hereunder or under the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have Documents by or through any duties one or responsibilities except those expressly set forth herein, nor shall the Administrative Agent have more sub-agents or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against attorneys-in-fact appointed by the Administrative Agent. Without limiting The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article shall apply to any such sub-agent, attorney-in-fact or Related Party and shall apply to their respective activities in connection with the generality syndication of the foregoing sentence, the use of the term “agent” credit facilities provided for herein and in the other Loan Documents with reference to as well as activities as the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesAgent. (b) Each The Issuing Lender Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Lenders to act for the Issuing Lender Bank with respect thereto; provided that the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article with respect to any acts taken or omissions suffered by such the Issuing Lender Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “Administrative Agent”, ” as used in this Section 14, Article included such the Issuing Lender Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing LendersBank. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints Bank of America as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as such on the express conditions contained in this Section Twelve. The provisions of this Section Twelve are solely for the benefit of Agent and Lenders, and Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities to Lenders, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Availability, (b) the making of Agent Advances pursuant to subparagraph 2.2(i), and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to Paragraph 10.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints Bank as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 14. The provisions of this Article 14 are solely for the benefit of the Agent and the Lenders and the Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including, without limitation, (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Combined Availability, (b) the making of Agent Advances pursuant to Section 2.2(i), and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to Section 11.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative Agent to take such action as contractual representative on its such Lender’s behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and perform such duties the other Loan Documents as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to Not in limitation of the contrary contained elsewhere in this Agreement or in any other Loan Documentforegoing, each Lender authorizes and directs the Administrative Agent shall not have any duties or responsibilities to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except those expressly as otherwise set forth herein, nor any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent have a trustee or be deemed fiduciary for any Lender or to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against impose on the Administrative AgentAgent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Administrative Agent”, “agent” herein and similar terms in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . The Administrative Agent shall act on behalf deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the Lenders with respect to any Letters of Credit issued by it financial statements, certificates, notices and the other documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided delivered to the Administrative Agent in this Section 14 with respect pursuant to Article 10. The Administrative Agent will furnish to any acts taken Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided notice furnished to the Administrative Agent in by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Section 14 with respect Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any acts taken or omissions suffered matters not expressly provided for by the Swing Line Lender Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in connection with Swing Line Loans made so acting or proposed to refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be made by it as fully as if binding upon all Lenders and all holders of any of the term “Administrative Agent”Obligations; provided, as used in this Section 14however, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided that, notwithstanding anything in this Agreement with respect to the Swing Line Lendercontrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Notwithstanding anything contained herein to the contrary, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any no duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderLender or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Notwithstanding any provision contained in this Agreement providing for any action in the Administrative Agent’s reasonable discretion or approval of any action or matter in the Administrative Agent’s reasonable satisfaction, the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) which may be delivered by electronic transmission (including e-mail by such Lenders or counsel to the Required Lenders (which on the date hereof is ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law and shall, in the Administrative Agent’s sole discretion, be accompanied by indemnity or security satisfactory to the Administrative Agent and subject to the indemnification set forth in Section 9.07. The Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any other Loan Party or any of their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any other Agent-Related Person in any capacity. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. (b) Each Issuing Lender The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacity as a Lender) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest, charge or other Lien created by the Collateral Documents for and on behalf of the Lenders with respect to or on trust for) such Lender for purposes of acquiring, holding and enforcing any Letters of Credit issued and all Liens on Collateral granted by it and the documents associated therewith. Each Issuing Lender shall have all any of the benefits Loan Parties to secure any of the Obligations, together with such powers and immunities discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (i) provided to and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX (including Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in this Section 14 full herein with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lendersthereto. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and perform such duties the Loan Documents as are expressly specifically delegated to it the Agent by the terms of this Agreement hereof or any other Loan Documentthereof, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision The relationship between the Agent and each Bank has no fiduciary aspects, and the Agent's duties (as Agent) hereunder are acknowledged to be only ministerial and not involving the contrary contained elsewhere exercise of discretion on its part. Nothing in this Agreement or any Loan Document shall be construed to impose on the Agent any duties or responsibilities other than those for which express provision is made herein or therein. In performing its duties and functions hereunder, the Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation with or for the Borrowers. As to matters not expressly provided for in this Agreement or any other Loan Document, the Administrative Agent shall not have be required to exercise any duties discretion or responsibilities except those expressly set forth hereinto take any action or communicate any notice, nor but shall be fully protected in so acting or refraining from acting upon the instructions of the Required Banks and their respective successors and assigns; provided, however, that in no event shall the Administrative Agent have be required to take any action which exposes it to personal liability or be deemed which is contrary to have this Agreement, any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist applicable law, and the Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be specifically indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or omitting to take any such action. If an indemnity furnished to the Administrative Agent. Without limiting Agent for any purpose shall, in the generality reasonable opinion of the foregoing sentenceAgent, be insufficient or become impaired, the use of Agent may call for additional indemnity from the term “agent” herein Banks and in not commence or cease to do the other Loan Documents with reference to the Administrative Agent acts for which such indemnity is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, requested until such term additional indemnity is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesfurnished. (b) Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably (subject to Section 14.910.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit issued by it and the documents associated therewith. Each therewith until such time (and except for so long) as Agent and such Issuing Lender Bank may agree at the request of the Required Banks that Agent will act for such Issuing Bank with respect thereto; provided, however, that such Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article X with respect to any acts taken or omissions suffered by such Issuing Lender Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “Administrative Agent”, ” as used in this Section 14, Article X included such Issuing Lender Bank with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender herein with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect Issuing Bank. Prior to the Swing Line Lenderissuance of a Letter of Credit or upon the payment of any drawing on a Letter of Credit by an Issuing Bank other than Agent, such Issuing Bank shall provide written notice to Agent of the dollar amount, the date of such issuance or payment and the expiry date for such Letter of Credit. Such issuance shall be subject to the consent of Agent. Such consent shall not result in the imposition of any liability upon Agent.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints the Agent as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it them by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Agent and the Lenders and, no Borrower Party shall have any rights as a third party beneficiary of any of the provisions contained herein, nor shall anything contained in this Article 12 limit any rights set forth elsewhere in this Agreement the Borrower Parties have or may have against the Agent, any Lender or any other Agent-Related Person. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including the exercise of the benefits remedies pursuant to Section 9.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative Agent to take such action as contractual representative on its such ▇▇▇▇▇▇’s behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and perform such duties the other Loan Documents as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to Not in limitation of the contrary contained elsewhere in this Agreement or in any other Loan Documentforegoing, each Lender authorizes and directs the Administrative Agent shall not have any duties or responsibilities to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except those expressly as otherwise set forth herein, nor any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent have a trustee or be deemed fiduciary for any Lender or to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against impose on the Administrative AgentAgent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent,” “the Administrative Agent,” “agent” herein and similar terms in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . The Administrative Agent shall act on behalf deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the Lenders with respect to any Letters of Credit issued by it financial statements, certificates, notices and the other documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided delivered to the Administrative Agent in this Section 14 with respect pursuant to Article IX that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any acts taken Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided notice furnished to the Administrative Agent in by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Section 14 with respect Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any acts taken or omissions suffered matters not expressly provided for by the Swing Line Lender Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in connection with Swing Line Loans made so acting or proposed to refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be made by it as fully as if binding upon all Lenders and all holders of any of the term “Administrative Agent”Obligations; provided, as used in this Section 14however, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided that, notwithstanding anything in this Agreement with respect to the Swing Line Lendercontrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints GECC as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 14. The provisions of this Article 14 are solely for the benefit of the Agent, the Agent-Related Persons and the Lenders and the Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including the exercise of the benefits remedies pursuant to Section 11.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative Agent to take such action as contractual representative on its such Lender’s behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and perform such duties the other Loan Documents as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to Not in limitation of the contrary contained elsewhere in this Agreement or in any other Loan Documentforegoing, each Lender authorizes and directs the Administrative Agent shall not have any duties or responsibilities to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except those expressly as otherwise set forth herein, nor any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent have a trustee or be deemed fiduciary for any Lender or to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against impose on the Administrative AgentAgent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent,” “Administrative Agent,” “agent” herein and similar terms in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . The Administrative Agent shall act on behalf deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the Lenders with respect to any Letters of Credit issued by it financial statements, certificates, notices and the other documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided delivered to the Administrative Agent in this Section 14 with respect pursuant to Article IX that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any acts taken Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided notice furnished to the Administrative Agent in by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Section 14 with respect Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any acts taken or omissions suffered matters not expressly provided for by the Swing Line Lender Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in connection with Swing Line Loans made so acting or proposed to refraining from acting) upon the instructions of the Requisite Lenders (or each of the affected Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be made by it as fully as if binding upon all Lenders and all holders of any of the term “Administrative Agent”Obligations; provided, as used in this Section 14however, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided that, notwithstanding anything in this Agreement with respect to the Swing Line Lendercontrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints Bank as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Agent and the Lenders and no Loan Party shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 1.2(i), and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to Section 9.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints Bank as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Agent and the Lenders and the Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 1.2(i), and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to Section 9.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints Bank of America as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this ARTICLE XIV. The provisions of this ARTICLE XIV (other than Sections 14.9, 14.11(a), 14.11(c) and 14.15(a)) are solely for the benefit of the Agent and the Lenders, and the Borrower shall have no rights as a third-party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including the exercise of the benefits remedies pursuant to Section 11.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably appoints Agent as its nominee and agent, in its name and on its behalf: (subject i) to Section 14.9act as nominee for and on behalf of such Lender in and under all Loan Documents; (ii) appoints, designates and authorizes to arrange the Administrative Agent means whereby the funds of Lenders are to be made available to Borrower under the Loan Documents; (iii) to take such action on its behalf as may be requested by any Lender under the provisions Loan Documents (when such Lender is entitled to make such request under the Loan Documents); (iv) to receive all documents and items to be furnished to Lenders under the Loan Documents; (v) to be the secured party, mortgagee, beneficiary, and similar party in respect of, and to receive, as the case may be, any collateral for the benefit of this Agreement Lenders; (vi) to promptly distribute to each Lender all material information, requests, documents and items received from Borrower under the Loan Documents; (vii) to promptly distribute to each other Lender such Lender’s Pro Rata Part of each payment or prepayment (whether voluntary, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Document Documents and (viii) to deliver to the appropriate Persons requests, demands, approvals and consents received from Lenders. Each Lender hereby authorizes Agent to take all actions and to exercise such powers and perform such duties under the Loan Documents as are expressly specifically delegated to it Agent by the terms of this Agreement hereof or any other Loan Documentthereof, together with such all other powers as are reasonably incidental thereto. Notwithstanding With respect to its Commitment hereunder and the Notes issued to it, Agent and any provision successor Agent shall have the same rights under the Loan Documents as any other Lender and may exercise the same as though it were not Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Agent and any successor Agent in its capacity as a Lender. Agent and any successor Agent and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of and generally engage in any kind of business with Borrower, and any person which may do business with Borrower, all as if Agent and any successor Agent was not Agent hereunder and without any duty to account therefor to Lenders; provided that, if any payments in respect of any property (or the contrary proceeds thereof) now or hereafter in the possession or control of Agent which may be or become security for the obligations of Borrower arising under the Loan Documents by reason of the general description of indebtedness secured or of property contained elsewhere in this Agreement or in any other agreements, documents or instruments related to any such other business shall be applied to reduction of the obligations of Borrower arising under the Loan DocumentDocuments, the Administrative Agent then each Lender shall not have any duties or responsibilities except those expressly set forth herein, nor shall the Administrative Agent have or be deemed entitled to have any fiduciary relationship with any share in such application according to its Pro Rata Part thereof. Each Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or upon request of any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality Lender, shall disclose to all other Lenders all indebtedness and liabilities, direct and contingent, of Borrower to such Lender as of the foregoing sentence, the use time of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesrequest. (b) Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.912.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The provisions of this Section 12 are solely for the benefit of the Agent and the Lenders, and neither the Company nor any of its Subsidiaries shall have any rights as a third-party beneficiary of any of such provisions. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties duty or responsibilities responsibility except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each The Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each The Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 12 with respect to any acts taken or omissions suffered by such the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 1412, included such the Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and authorizes the Administrative Agent to take such action on in its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each , and such Issuing Lender Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article 10 with respect to any acts taken or omissions suffered by such Issuing Lender Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, ” as used in this Section 14, Article 10 and in the definition of “Agent-Related Person” included such Issuing Lender Bank with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement herein with respect to the each Issuing LendersBank. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative Agent to take such action as contractual representative on its such Lender’s behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and perform such duties the other Loan Documents as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to Not in limitation of the contrary contained elsewhere in this Agreement or in any other Loan Documentforegoing, each Lender authorizes and directs the Administrative Agent shall not have any duties or responsibilities to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except those expressly as otherwise set forth herein, nor any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent have a trustee or be deemed fiduciary for any Lender or to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against impose on the Administrative AgentAgent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Administrative Agent”, “agent” herein and similar terms in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . The Administrative Agent shall act on behalf deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the Lenders with respect to any Letters of Credit issued by it financial statements, certificates, notices and the other documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided delivered to the Administrative Agent in this Section 14 with respect pursuant to Article VIII. that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will also furnish to any acts taken Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided notice furnished to the Administrative Agent in by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Section 14 with respect Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any acts taken or omissions suffered matters not expressly provided for by the Swing Line Lender Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in connection with Swing Line Loans made so acting or proposed to refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be made by it as fully as if binding upon all Lenders and all holders of any of the term “Administrative Agent”Obligations; provided, as used in this Section 14however, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided that, notwithstanding anything in this Agreement with respect to the Swing Line Lendercontrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably (subject to Section 14.913.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 13 with respect to any acts taken or omissions suffered by such Issuing Lender Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “"Administrative Agent”", as used in this Section 1413, included such Issuing Lender Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing LendersBanks. (c) The Swing Line Lender Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 13 with respect to any acts taken or omissions suffered by the Swing Line Lender Bank in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “"Administrative Agent”", as used in this Section 1413, included the Swing Line Lender Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderBank.

Appointment and Authorization. (a) Each Lender Bank and each Issuing Bank hereby irrevocably (subject to Section 14.910.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. , including, without limitation, to enter into Cash Collateral Account Agreements from time to time in accordance with this Agreement, and to release funds to the Company in accordance with Section 1(b) of the Cash Collateral Account Agreement and, if applicable, pursuant to an Officer's Certificate substantially in the form attached thereto as Exhibit A. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank or any Issuing Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit issued Issued by it and the documents associated therewith. Each therewith until such time and except for so long as the Agent may agree at the request of the Majority Banks to act for such Issuing Lender Bank with respect thereto; provided, however, that each Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article X with respect to any acts taken or omissions suffered by such Issuing Lender Bank in connection with Letters of Credit issued Issued by it or proposed to be issued Issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “Administrative "Agent”, ," as used in this Section 14Article X, included such Issuing Lender Bank with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing LendersBanks. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative Agent to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers hereunder and perform such duties under the other Loan Documents as are expressly delegated designated to it the Agent by the terms of this Agreement or any other Loan Document, hereof and thereof together with such powers as are reasonably incidental thereto. Notwithstanding any provision to The Lenders expressly agree that the contrary contained elsewhere Agent is not acting as a fiduciary of the Lenders in this Agreement respect of the Loan Documents, the Company or otherwise, and nothing herein or in any of the other Loan Document, the Administrative Agent Documents shall not have result in any duties or responsibilities obligations on the Agent or any of the Lenders except those as expressly set forth herein. The Agent may resign at any time by sending 20 days prior written notice to the Company and the Lenders. In the event of any such resignation, nor the Required Lenders may appoint a new agent after consultation with the Company (and, so long as no Default or Event of Default exists, the Company's prior written consent) which shall succeed to all the Administrative Agent have or be deemed to have any fiduciary relationship with any Lenderrights, powers and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality duties of the foregoing sentence, the use of the term “agent” herein Agent hereunder and in under the other Loan Documents with reference Documents. Any resigning Agent shall be entitled to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine benefit of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender shall act on behalf of all the Lenders protective provisions hereof with respect to its acts as an agent hereunder, but no successor Agent shall in any Letters event be liable or responsible for any actions of Credit issued its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by it the Required Lenders and the documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided the Company shall be directed to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing make all payments due each Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining hereunder directly to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided the Agent's rights in this Agreement with respect the Collateral Documents shall be assigned without representation, recourse or warranty to the Issuing LendersLenders as their interests may appear. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each member of the Lender Group hereby irrevocably (subject to Section 14.9) appoints, designates and authorizes appoints SunTrust Bank as the Administrative Agent and authorizes it to take such action actions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of Administrative Agent under this Agreement or any and the other Loan DocumentDocuments, together with all such actions and powers as that are reasonably incidental thereto. Notwithstanding The Administrative Agent may perform any provision to of its duties hereunder or under the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have Documents by or through any duties one or responsibilities except those expressly set forth herein, nor shall the Administrative Agent have more sub-agents or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against attorneys-in-fact appointed by the Administrative Agent. Without limiting The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article shall apply to any such sub-agent, attorney-in-fact or Related Party and shall apply to their respective activities in connection with the generality syndication of the foregoing sentence, the use of the term “agent” credit facilities provided for herein and in the other Loan Documents with reference to as well as activities as the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesAgent. (b) Each Issuing Lender Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Lenders to act for such Issuing Lender Bank with respect thereto; provided, that each Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article 10 with respect to any acts taken or omissions suffered by such Issuing Lender Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “Administrative Agent”, ” as used in this Section 14, Article 10 included such Issuing Lender Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing LendersBanks. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.911.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each The Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued Issued by it and the documents associated therewith. Each therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to act for such Issuing Lender with respect thereto; provided, however, that the Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article XI with respect to any acts taken or omissions suffered by such the Issuing Lender in connection with Letters of Credit issued Issued by it or proposed to be issued Issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “"Administrative Agent”, ," as used in this Section 14Article XI, included such the Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender of the Lenders and the Issuers hereby irrevocably (subject to Section 14.9) appoints, designates appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such action actions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof, together with such actions and powers as are reasonably incidental thereto. Notwithstanding The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any provision other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to the contrary contained elsewhere in this Agreement or and generally engage in any kind of business with the Company or any Subsidiary or other Loan DocumentAffiliate thereof as if it were not the Administrative Agent hereunder. The Lenders and the Issuers acknowledge that, pursuant to such activities, JPMorgan or its Affiliates may receive information regarding the Company or its Affiliates (including information that may be subject to confidentiality obligations in favor of the Company or such Subsidiary) and acknowledge that the Administrative Agent shall not be under any obligation to provide such information to them. With respect to its Loans and Letters of Credit, JPMorgan shall have any duties or responsibilities except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, same rights and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into powers under this Agreement or as any other Loan Document or otherwise exist against Lender and Issuer and may exercise the same as though it were not the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender Issuer shall act on behalf of the Lenders with respect to any Letters Letter of Credit issued Issued by it and the documents associated therewith. Each Issuing Lender therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to act for such Issuer with respect thereto; provided that such Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article X with respect to any acts taken or omissions suffered by such Issuing Lender Issuer in connection with Letters of Credit issued Issued by it or proposed to be issued Issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14Article X, included such Issuing Lender Issuer with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing Lenderssuch Issuer. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints SVIM as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Agent and the Lenders and no Borrower shall have any rights as a third party beneficiary of any of the provisions contained in this Article 12 (except for the provisions of Section 12.10, 12.11(a), 12.11(b) and 12.18(d)). Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including the exercise of the benefits remedies pursuant to Section 9.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender of the Lenders, and each subsequent holder of any Note by its acceptance thereof, hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes each of the Administrative Agent Agents and the Issuing Bank to take such action actions as agent on its behalf under the provisions of this Agreement and each other Loan Document such Lender or holder and to exercise such powers and perform such duties as are expressly specifically delegated to it such Agent or the Issuing Bank, as the case may be, by the terms and provisions hereof and of this Agreement or any the other Loan DocumentDocuments, together with such actions and powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan DocumentAgreement, neither the Administrative Agent Agents nor the Issuing Bank shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting Agents or the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesIssuing Bank. (b) Each Issuing Lender shall act The Administrative Agent is hereby expressly authorized by the Lenders to, without hereby limiting any implied authority, and hereby agrees (in the case of clause (ii) below, at the direction of the Required Lenders) to, (i) receive on behalf of the Lenders with respect all payments of principal of and interest on the Loans and all other amounts due to any Letters the Lenders hereunder, and promptly to distribute to each Lender its proper share of Credit issued by it and the documents associated therewith. Each Issuing Lender shall have all each payment so received; (ii) give notice on behalf of each of the benefits and immunities (i) provided Lenders to the Borrower of any Event of Default specified in this Agreement of which the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender has actual knowledge acquired in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions its agency hereunder; and (iiiii) as additionally provided in distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower or any Subsidiary pursuant to this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to or any other Loan Document as received by the Administrative Agent in this Section 14 with respect (other than materials required hereunder to any acts taken or omissions suffered be delivered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect Borrower directly to the Swing Line LenderLenders).

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.913.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and Agreement, each other Loan Document and each other document executed by the Company in connection with this Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement Agreement, any other Loan Document or any other Loan Documentdocument executed by the Company in connection with this Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or Agreement, in any other Loan DocumentDocument or any other document executed by the Company in connection with this Agreement, the Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or Agreement, any other Loan Document or any other document executed by the Company in connection with this Agreement or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender The Issuer shall act on behalf of the Lenders with respect to any all Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender therewith until such time and except for so long as the Administrative Agent may agree at the request of the Lenders to act for the Issuer with respect thereto; provided that the Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 13 with respect to any acts taken or omissions suffered by such Issuing Lender the Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters Letter of Credit Applications and related documents as fully as if the term “"Administrative Agent”", as used in this Section 1413, included such Issuing Lender the Issuer with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing LendersIssuer. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints Bank as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Agent and the Lenders and no Obligor shall have any rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth hereinherein or in another Loan Document to which the Agent is a party, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 1.2(i), and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to Section 9.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.910.08) appoints, appoints and designates Bank of America to act on its behalf as the Administrative Agent hereunder and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The provisions of this Article are solely for the benefit of the Administrative Agent, the Issuing Lenders and the Lenders, and the Borrower shall have rights as a third party beneficiary of any of such provisions. (b) Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued Issued by it and the documents associated therewith. Each therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to act for such Issuing Lender with respect thereto; provided, however, that each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article X with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued Issued by it or proposed to be issued Issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14Article X, included such Issuing Lender with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement with respect to the such Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably (subject to Section 14.9SECTION 13.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 SECTION 13 with respect to any acts taken or omissions suffered by such Issuing Lender Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative "Agent”", as used in this Section 14SECTION 13, included such Issuing Lender Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing LendersBanks. (c) The Swing Line Lender Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 SECTION 13 with respect to any acts taken or omissions suffered by the Swing Line Lender Bank in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative "Agent”", as used in this Section 14SECTION 13, included the Swing Line Lender Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderBank.

Appointment and Authorization. (a) Each Lender Note Holder hereby irrevocably (subject to Section 14.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Note Document and to exercise such powers and perform such duties as are expressly delegated to it the Agent by the terms of this Agreement or any other Loan Transaction Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to Each Note Holder hereby acknowledges and agrees that the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, nor herein and in the other Transaction Documents. The Agent shall the Administrative Agent not have or be deemed to have any fiduciary relationship with any LenderNote Holder or any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Transaction Document or otherwise exist against the Administrative AgentAgent in such capacity. Without limiting the generality of the foregoing sentenceforegoing, the use of the term “agent” herein and in the other Loan Transaction Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. . The permissive authorizations, entitlements, powers and rights (bincluding the right to request that the Company take an action or deliver a document and the exercise of remedies following an Event of Default as provided herein) Each Issuing Lender granted to the Agent herein shall act not be construed as duties. The Agent shall not have any responsibility for interest or income on behalf of any funds held by it hereunder and any funds so held shall be held uninvested pending distribution thereof. Whether or not explicitly set forth therein, the Lenders with respect rights, powers, protections, immunities and indemnities granted to the Agent herein shall apply to any Letters of Credit issued document entered into by it and the documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and its role as Agent under the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect Transaction Documents. Except to the Issuing Lenders. (c) The Swing Line Lender extent expressly provided otherwise herein, the Required Holders shall have all of the benefits and immunities (i) provided right to direct the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by all matters concerning the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderTransaction Documents.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints BankAmerica Business Credit, Inc. as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this ARTICLE 14. The provisions of this ARTICLE 14 are solely for the benefit of the Agent and the Lenders and the Loan Parties shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including, without limitation, (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Combined Availability, (b) the making of Agent Advances pursuant to SECTION 2.2(i), and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to SECTION 11.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender of the Banks and the Issuing Bank hereby irrevocably (subject to Section 14.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each The Issuing Lender Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit issued by it and the documents associated therewith. Each , and the Issuing Lender Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article X with respect to any acts taken or omissions suffered by such the Issuing Lender Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, ” as used in this Section 14, Article X and in the definition of “Agent-Related Person” included such the Issuing Lender Bank with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement herein with respect to the Issuing LendersBank. (c) The Swing Line Lender Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Syndication Agent shall not have all any duties or responsibilities, except those expressly set forth herein, nor shall the Syndication Agent have or be deemed to have any fiduciary relationship with any Bank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Syndication Agent. Without limiting the generality of the benefits and immunities (i) provided to foregoing sentence, the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if use of the term “Administrative Agent”, as used agent” herein and in this Section 14, included the Swing Line Lender other Loan Documents with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect reference to the Swing Line LenderSyndication Agent (if applicable) is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative Agent to take such action as contractual representative on its such L▇▇▇▇▇’s behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and perform such duties the other Loan Documents as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to Not in limitation of the contrary contained elsewhere in this Agreement or in any other Loan Documentforegoing, each Lender authorizes and directs the Administrative Agent shall not have any duties or responsibilities to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except those expressly as otherwise set forth herein, nor any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent have a trustee or be deemed fiduciary for any Lender or to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against impose on the Administrative AgentAgent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent,” “Administrative Agent,” “agent” herein and similar terms in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . The Administrative Agent shall act on behalf deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the Lenders with respect to any Letters of Credit issued by it financial statements, certificates, notices and the other documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided delivered to the Administrative Agent in this Section 14 with respect pursuant to Article IX that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any acts taken Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided notice furnished to the Administrative Agent in by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Section 14 with respect Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any acts taken or omissions suffered matters not expressly provided for by the Swing Line Lender Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in connection with Swing Line Loans made so acting or proposed to refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be made by it as fully as if binding upon all Lenders and all holders of any of the term “Administrative Agent”Obligations; provided, as used in this Section 14however, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided that, notwithstanding anything in this Agreement with respect to the Swing Line Lendercontrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.99.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each the other Loan Document Documents and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan DocumentAgreement, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender , and the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 9 with respect to any acts taken or omissions suffered by such Issuing Lender the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, ” as used in this Section 14, 9 and in the definition of “Agent-Related Person” included such Issuing Lender the L/C Issuer with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement herein with respect to the Issuing LendersL/C Issuer. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative Agent to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties under the Loan Documents as are expressly delegated to it the Administrative Agent by the terms thereof or are reasonably incidental, as determined by the Administrative Agent, thereto. This appointment and authorization is intended solely for the purpose of this Agreement facilitating the servicing of the Revolving Facility and does not constitute appointment of the Administrative Agent as trustee for any Lender or as representative of any Lender for any other purpose and, except as specifically set forth in the Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision Documents to the contrary contained elsewhere in this Agreement or in any other Loan Documentcontrary, the Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, take such action and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agentexercise such powers only in an administrative and ministerial capacity. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the The Administrative Agent is the agent of the Lenders only and does not intended to connote assume any fiduciary agency relationship with Parent, Borrower or other implied (their collective Subsidiaries, express or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesimplied. (b) Each The Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each therewith until such time (and except for so long) as the Administrative Agent may agree at the request of the Requisite Lenders to act for the Issuing Lender with respect thereto; provided, however, that the Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article 10 with respect to any acts taken or omissions suffered by such the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “Administrative Agent”, ” as used in this Section 14, Article 10 included such the Issuing Lender with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement herein with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.910.9) appoints, designates and authorizes the Administrative each Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative neither Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative either Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative either Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the other Loan Documents this Agreement with reference to the Administrative either Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender shall act on behalf of the U.S. Lenders with respect to any Letters of Credit issued Issued by it and the documents associated therewith. Each therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required U.S. Lenders to act for such Issuing Lender with respect thereto; provided, however, that each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article X with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued Issued by it or proposed to be issued Issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “Administrative "Agent”", as used in this Section 14Article X, included such Issuing Lender with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement with respect to the such Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative Agent to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers hereunder and perform such duties under the other Loan Documents as are expressly delegated designated to it the Agent by the terms of this Agreement or any other Loan Document, hereof and thereof together with such powers as are reasonably incidental thereto. Notwithstanding any provision to The Lenders expressly agree that the contrary contained elsewhere Agent is not acting as a fiduciary of the Lenders in this Agreement respect of the Loan Documents, the Borrowers or otherwise, and nothing herein or in any of the other Loan Document, the Administrative Agent Documents shall not have result in any duties or responsibilities obligations on the Agent or any of the Lenders except those as expressly set forth herein. Subject to the appointment of a successor Agent as specified below, nor shall the Administrative Agent have or be deemed may resign at any time by sending 20 days prior written notice to have any fiduciary relationship Borrower and the Lenders. In the event of any such resignation, the Required Lenders may appoint a new agent with (except if any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Event of Default then exists) the Administrative Agent. Without limiting the generality consent of the foregoing sentencePublic Hub Company (which consent shall not be unreasonably withheld), which shall succeed to all the use rights, powers and duties of the term “agent” herein Agent hereunder and in under the other Loan Documents with reference Documents. Any resigning Agent shall be entitled to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine benefit of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender shall act on behalf of all the Lenders protective provisions hereof with respect to its acts as an agent hereunder, but no successor Agent shall in any Letters event be liable or responsible for any actions of Credit issued its predecessor. If the Agent resigns and no successor is appointed, the rights and obligations of such Agent shall be automatically assumed by it the Required Lenders and the documents associated therewith. Each Issuing Borrowers shall be directed to make all payments due each Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining hereunder directly to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each The Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each , and the Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article 12 with respect to any acts taken or omissions suffered by such the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, ” as used in this Section 14, Article 12 and in the definition of “Agent-Related Person” included such the Issuing Lender with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement herein with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably appoints Agent as its nominee and agent, in its name and on its behalf: (subject i) to Section 14.9act as nominee for and on behalf of such Lender in and under all Loan Documents; (ii) appoints, designates and authorizes to arrange the Administrative Agent means whereby the funds of Lenders are to be made available to the Borrowers under the Loan Documents; (iii) to take such action on its behalf as may be requested by any Lender under the provisions Loan Documents (when such Lender is entitled to make such request under the Loan Documents); (iv) to receive all documents and items to be furnished to Lenders under the Loan Documents; (v) to be the secured party, mortgagee, beneficiary, and similar party in respect of, and to receive, as the case may be, any collateral for the benefit of this Agreement Lenders; (vi) to promptly distribute to each Lender all material information, requests, documents and items received from the Borrowers under the Loan Documents; (vii) to promptly distribute to each other Lender such Lender's Pro Rata Part of each payment or prepayment (whether voluntary, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Loan Document Documents and (viii) to deliver to the appropriate Persons requests, demands, approvals and consents received from Lenders. Each Lender hereby authorizes Agent to take all actions and to exercise such powers and perform such duties under the Loan Documents as are expressly specifically delegated to it Agent by the terms of this Agreement hereof or any other Loan Documentthereof, together with such all other powers as are reasonably incidental thereto. Notwithstanding With respect to its commitments hereunder and the Notes issued to it, Agent and any provision successor Agent shall have the same rights under the Loan Documents as any other Lender and may exercise the same as though it were not the Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include Agent and any successor Agent in its capacity as a Lender. Agent and any successor Agent and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of and generally engage in any kind of business with the Borrowers, and any person which may do business with the Borrowers, all as if Agent and any successor Agent was not Agent hereunder and without any duty to account therefor to the contrary Lenders; provided that, if any payments in respect of any property (or the proceeds thereof) now or hereafter in the possession or control of Agent which may be or become security for the obligations of the Borrowers arising under the Loan Documents by reason of the general description of indebtedness secured or of property contained elsewhere in this Agreement or in any other agreements, documents or instruments related to any such other business shall be applied to reduction of the obligations of the Borrowers arising under the Loan DocumentDocuments, the Administrative Agent then each Lender shall not have any duties or responsibilities except those expressly set forth herein, nor shall the Administrative Agent have or be deemed entitled to have any fiduciary relationship with any share in such application according to its pro rata part thereof. Each Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or upon request of any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality Lender, shall disclose to all other Lenders all indebtedness and liabilities, direct and contingent, of the foregoing sentence, the use Borrowers to such Lender as of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine time of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesrequest. (b) Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (ai) Each Lender Bank hereby irrevocably (subject to Section 14.99.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between independent contracting parties. (bj) Each Issuing Lender Bank shall act on behalf of the Lenders Working Capital Banks with respect to any Letters of Credit issued by it and the documents associated therewith. Each therewith until such time (and except for so long) as Agent may agree at the request of the Working Capital Banks to act for Issuing Lender Bank with respect thereto; provided, however, that Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article IX with respect to any acts taken or omissions suffered by such Issuing Lender Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “Administrative Agent”, ” as used in this Section 14, Article IX included such Issuing Lender Bank with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement herein with respect to Issuing Bank. Prior to the Issuance of a Letter of Credit or upon the payment of any drawing on a Letter of Credit by Issuing Lenders. (c) The Swing Line Lender Bank other than Agent, Issuing Bank shall have all provide written notice to Agent of the benefits dollar amount, the date of such Issuance of payment and immunities (i) provided the expiry date for such Letter of Credit. Such Issuance shall be subject to the Administrative Agent consent of Agent. Such consent shall not result in this Section 14 with respect to the imposition of any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative liability upon Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints W▇▇▇▇ Fargo as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as such on the express conditions contained in this Section Twelve. The provisions of this Section Twelve are solely for the benefit of Agent and Lenders, and Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities to Lenders, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, Agent shall act on behalf of the Lenders have and may use its discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Availability, (b) the making of Agent Advances pursuant to Section 2.2(i), and (c) The Swing Line the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by Lenders. Without limiting Section 11.1, Agent may, and each Lender shall have authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Loan Documents and to enter into amendments, restatements, modifications and supplements to the Loan Documents entered into between Agent and one or more Borrowers or Guarantors from time to time to take any action contemplated or permitted by the terms of this Agreement. Any action taken by Agent in accordance with the provisions of the benefits Loan Documents, and immunities the exercise by Agent of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. Without limiting the generality of the foregoing, each Lender hereby authorizes each of Collateral Agent and Agent to enter into the Intercreditor Agreement and the Security Agreement (i) provided together with any joinders thereto and any amendments, modifications or supplements thereto to make conforming changes to the Administrative Agent Loan Documents, resolve any ambiguities in this Section 14 with respect Agent’s discretion and make corrective amendments thereto), and to any acts taken or omissions suffered take all actions contemplated by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if Intercreditor Agreement and the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderSecurity Agreement.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative each Agent to take such action as agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and perform such duties the Notes as are expressly delegated to it such Agent by the terms of this Agreement hereof or any other Loan Documentthereof, together with all such powers as are reasonably incidental thereto. Notwithstanding any provision to ; provided, however, that the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent Agents shall not have commence any duties legal action or responsibilities except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality proceeding before a court of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine law on behalf of any applicable law. Instead, Lender without such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesLender’s prior consent. (b) Each The Issuing Lender shall act on behalf of the Lenders with respect to any Letters Letter of Credit issued by it and the documents associated therewith. Each therewith until such time (and except for so long) as the Agents may agree at the request of the Required Lenders to act for the Issuing Lender with respect thereto; provided, however, that the Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent Agents in this Section 14 Article 7 with respect to any acts taken or omissions suffered by such the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications application and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, ” as used in this Section 14, Article 7 included such the Issuing Lender with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement herein with respect to the Issuing Lenders. (c) The Swing Line Lender , subject in each case to the express limitations of Section 2.15 which limitations shall have all apply to the rights and obligations of the benefits Lenders and immunities (i) provided Issuing Lenders under this Article 7 to the Administrative Agent in this Section 14 with respect same extent as such limitations apply to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if rights and obligations of the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect Company and Issuing Lenders pursuant to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderSection 2.15.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints Silver Point as its Administrative Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Administrative Agent and the Lenders and the Loan Parties shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Administrative Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided to discretionary rights or taking or refraining from taking any actions which the Administrative Agent in is expressly entitled to take or assert under this Agreement and the other Loan Documents, including the exercise of remedies pursuant to Section 14 with respect to 9.2, and any acts action so taken or omissions suffered not taken shall be deemed consented to by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative Agent to take such action as contractual representative on its such Lender’s behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and perform such duties the other Loan Documents as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to Not in limitation of the contrary contained elsewhere in this Agreement or in any other Loan Documentforegoing, each Lender authorizes and directs the Administrative Agent shall not have any duties or responsibilities to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except those expressly as otherwise set forth herein, nor any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent have a trustee or be deemed fiduciary for any Lender or to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against impose on the Administrative AgentAgent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent,” “Administrative Agent,” “agent” herein and similar terms in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . The Administrative Agent shall act on behalf deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the Lenders with respect to any Letters of Credit issued by it financial statements, certificates, notices and the other documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided delivered to the Administrative Agent in this Section 14 with respect pursuant to Article VIII that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any acts taken Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided notice furnished to the Administrative Agent in by the Borrower or any other Affiliate of the Borrower, pursuant to this Section 14 with respect Agreement or any other Loan Document not already delivered or otherwise made available to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any acts taken or omissions suffered matters not expressly provided for by the Swing Line Lender Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in connection with Swing Line Loans made so acting or proposed to refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be made by it as fully as if binding upon all Lenders and all holders of any of the term “Administrative Agent”Obligations; provided, as used in this Section 14however, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided that, notwithstanding anything in this Agreement with respect to the Swing Line Lendercontrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints Bank as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Agent and the Lenders and neither the Parent nor the Borrower shall have any rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 1.2(i), and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to Section 9.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints Bank of America to act on its behalf as the Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such actions and powers as are reasonably incidental thereto. Notwithstanding any provision The Agent agrees to act as such on the contrary express conditions contained elsewhere in this Agreement or in ARTICLE XIV. The provisions of this ARTICLE XIV (other than Sections 14.9, 14.11, 14.15 and 14.16) are solely for the benefit of the Agent and the Lenders, and neither the Borrower nor any other Loan Document, the Administrative Agent Obligor shall not have any duties or responsibilities except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have rights as a third-party beneficiary of any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agentof such provisions. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the this Agreement or any other Loan Documents Document (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaws. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including the exercise of remedies pursuant to Section 11.2, and any action so taken or not taken shall be deemed consented to by the Lenders. (b) Each Issuing Lender The Lenders hereby agree that the Agent shall also act on behalf as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Obligors to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as “collateral agent” and any sub-agents and attorneys-in-fact appointed by the Agent pursuant to Section 14.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Agent), shall be entitled to the benefits of all provisions of this Article XIV and Article XV, as though such sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents, as if set forth in full herein with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lendersthereto. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.911.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued Issued by it and the documents associated therewith. Each Issuing Lender therewith until such time and except for so long as the Agent may agree at the request of the Required Lenders to act for the L/C Issuer with respect thereto; provided, however, that the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article XI with respect to any acts taken or omissions suffered by such Issuing Lender the L/C Issuer in connection with Letters of Credit issued Issued by it or proposed to be issued Issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14Article XI, included such Issuing Lender the L/C Issuer with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing LendersL/C Issuer. (c) The Swing Line Lender shall have all Agent is hereby authorized to negotiate and execute as Agent intercreditor and subordination agreements with third parties without the prior consent of any of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints Bank as its Agent under this Agreement and the other Loan Documents, and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Agent and the Lenders and no Obligor shall have any rights as a third party beneficiary of any of the provisions contained herein, except with respect to the provisions of Sections 12.9, 12.10 and 12.11 to the extent such Sections provide rights or benefits to the Obligors. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 1.2(i), and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to Section 9.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably (subject to Section 14.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each The Issuing Lender Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit issued by it and the documents associated therewith. Each , and the Issuing Lender Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article X with respect to any acts taken or omissions suffered by such the Issuing Lender Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, ” as used in this Section 14, Article X and in the definition of “Agent-Related Person” included such the Issuing Lender Bank with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement herein with respect to the Issuing LendersBank. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints the Agent as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it them by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto, including without limitation, the execution of any Loan Document on behalf of Lenders. The Agent agrees to act as such on the express conditions contained in this Article XXI. The provisions of this Article XII are solely for the benefit of the Agent and the Lenders and, no Borrower Party shall have any rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, herein nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law, and Agent shall not be subject to any fiduciary duties to any Lender regardless of whether a Default or Event of Default exists. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewithother Loan Documents, including the exercise of remedies pursuant to Section 9.2, and any action so taken or not taken shall be deemed consented to by the Lenders. Each Issuing Lender Notwithstanding any other provision of this Agreement or any Loan Document, Agent shall have all not be obligated to take any action that, in its opinion or the opinion of the benefits and immunities (i) provided its counsel, may expose Agent to the Administrative Agent in this Section 14 with respect liability or that is contrary to any acts taken Loan Document or omissions suffered by such Issuing Lender applicable law or would result in Agent incurring any ureimbursed expense in connection with Letters of Credit issued by it the administration or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all enforcement of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLoan Documents.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative Agent to take such action as contractual representative on its such Lender's behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and perform such duties the other Loan Documents as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to Not in limitation of the contrary contained elsewhere in this Agreement or in any other Loan Documentforegoing, each Lender authorizes and directs the Administrative Agent shall not have any duties or responsibilities to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except those expressly as otherwise set forth herein, nor any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent have a trustee or be deemed fiduciary for any Lender or to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against impose on the Administrative AgentAgent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Administrative Agent”, “agent” herein and similar terms in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . The Administrative Agent shall act on behalf deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the Lenders with respect to any Letters of Credit issued by it financial statements, certificates, notices and the other documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided delivered to the Administrative Agent in this Section 14 with respect pursuant to Article VIII. that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will also furnish to any acts taken Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided notice furnished to the Administrative Agent in by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Section 14 with respect Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any acts taken or omissions suffered matters not expressly provided for by the Swing Line Lender Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in connection with Swing Line Loans made so acting or proposed to refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be made by it as fully as if binding upon all Lenders and all holders of any of the term “Administrative Agent”Obligations; provided, as used in this Section 14however, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided that, notwithstanding anything in this Agreement with respect to the Swing Line Lendercontrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Appointment and Authorization. (a) Each Revolving Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints SunTrust Bank as Administrative Agent and authorizes the Administrative Agent it to take such action actions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of Administrative Agent under this Agreement or any and the other Loan DocumentDocuments, together with all such actions and powers as that are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have may perform any of its duties hereunder or responsibilities except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in under the other Loan Documents with reference to the by or through any one or more sub-agents or attorneys-in-fact appointed by Administrative Agent. Administrative Agent is not intended and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article XI shall apply to connote any fiduciary such sub-agent, attorney-in-fact or other implied (or express) obligations arising under agency doctrine Related Party and shall apply to their respective activities in connection with the syndication of any applicable law. Instead, such term is used merely the credit facilities provided for herein as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partieswell as activities as Administrative Agent. (b) Each Issuing Lender shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each therewith until such time and except for so long as Administrative Agent may agree at the request of the Required Lenders to act for such Issuing Lender with respect thereto; provided that each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article XI with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “Administrative Agent”, ” as used in this Section 14, Article XI included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the such Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.915.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan DocumentAgreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan DocumentAgreement, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each The Issuing Lender Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued Issued by it and the documents associated therewith. Each therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Lender Bank with respect thereto; provided that the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article XV with respect to any acts taken or omissions suffered by such the Issuing Lender Bank in connection with Letters of Credit issued Issued by it or proposed to be issued Issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit L/C Related Documents as fully as if the term “"Administrative Agent”", as used in this Section 14Article XV, included such the Issuing Lender Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing LendersBank. (c) The Each of the UK Lender, the Canadian Lender, the EMU Lender and the Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article XV with respect to any acts taken or omissions suffered by the Swing Line Lender such Person in connection with UK Loans, Canadian Loans, EMU Loans and Swing Line Loans Loans, as the case may be, made or proposed to be made by it as fully as if the term “"Administrative Agent”, ," as used in this Section 14Article XV, included the UK Lender, the Canadian Lender, the EMU Lender and the Swing Line Lender Lender, as the case may be, with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the UK Lender, the Canadian Lender, the EMU Lender and the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints Bank as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 12. The provisions of this Article 12 are solely for the benefit of the Agent and the Lenders and none of the Borrowers shall have any rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 1.2(i), and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to Section 9.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints Bank as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this ARTICLE 8. Except as set forth in Sections 8.9, 8.10(b) and 8.14(f), the provisions of this ARTICLE 8 are solely for the benefit of the Agent and the Lenders and the Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Borrowing Base, (b) the making of Agent Advances, and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to SECTION 7.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably (subject to Section 14.910.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each The Issuing Lender Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit issued Issued by it and the documents associated therewith. Each therewith until such time and except for so long as the Agent may agree at the request of the Majority Banks to act for such Issuing Lender Bank with respect thereto; provided, however, that the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article X with respect to any acts taken or omissions suffered by such the Issuing Lender Bank in connection with Letters of Credit issued Issued by it or proposed to be issued Issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “Administrative "Agent”", as used in this Section 14Article X, included such the Issuing Lender Bank with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing LendersBank. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender Bank and the Issuing Bank hereby irrevocably (subject to Section 14.910.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. , including, without limitation, to enter into Cash Collateral Account Agreements from time to time in accordance with this Agreement, and to release funds to the Company in accordance with Section 1(b) of the Cash Collateral Account Agreement and, if applicable, pursuant to an Officer's Certificate substantially in the form attached thereto as Exhibit A. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank or the Issuing Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"administrative agent” herein " in this Agreement and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each The Issuing Lender Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit issued Issued by it and the documents associated therewith. Each therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Banks to act for the Issuing Lender Bank with respect thereto; provided, however, that the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article X with respect to any acts taken or omissions suffered by such the Issuing Lender Bank in connection with Letters of Credit issued Issued by it or proposed to be issued Issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “"Administrative Agent”, ," as used in this Section 14Article X, included such the Issuing Lender Bank with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing LendersBank. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative Agent to take such action as contractual representative on its such Lender’s behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement, the other Loan Documents and perform such duties Other Related Documents as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to Not in limitation of the contrary contained elsewhere in this Agreement or in any other Loan Documentforegoing, each Lender authorizes and directs the Administrative Agent shall not have any duties or responsibilities to enter into the Loan Documents and Other Related Documents for the benefit of the Lenders. (b) Each Lender hereby agrees that, except those expressly as otherwise set forth herein, nor any action taken by the Requisite Lenders in accordance with the provisions of this Agreement, the Loan Documents or the Other Related Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (c) Nothing herein shall be construed to deem the Administrative Agent have a trustee or be deemed fiduciary for any Lender or to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against impose on the Administrative AgentAgent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Administrative Agent”, “Agent”, “agent” herein and similar terms in the other Loan Documents or Other Related Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (bd) Each Issuing Lender The Administrative Agent shall act on behalf deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the Lenders with respect to any Letters of Credit issued by it financial statements, certificates, notices and the other documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided delivered to the Administrative Agent in this Section 14 with respect pursuant to Article 10. The Administrative Agent will also furnish to any acts taken Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided notice furnished to the Administrative Agent in by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Section 14 with respect Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. (e) As to any acts taken or omissions suffered matters not expressly provided for by the Swing Line Lender Loan Documents and Other Related Documents (including, without limitation, enforcement or collection of any of Borrower’s obligations hereunder), 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 connection with Swing Line Loans made so acting or proposed to refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be made by it as fully as if binding upon all Lenders and all holders of any of the term “Administrative Agent”obligations of Borrower; provided, as used in this Section 14however, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided that, notwithstanding anything in this Agreement with respect to the Swing Line Lendercontrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Requirements of Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement, the other Loan Documents, or the Other Related Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints the Agent as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it them by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto, including without limitation, the execution of any Loan Document on behalf of Lenders. The Agent agrees to act as such on the express conditions contained in this Article XII. The provisions of this Article XII are solely for the benefit of the Agent and the Lenders and, no Borrower Party shall have any rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law, and Agent shall not be subject to any fiduciary duties to any Lender regardless of whether a Default or Event of Default exists. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewithother Loan Documents, including the exercise of remedies pursuant to Section 9.2, and any action so taken or not taken shall be deemed consented to by the Lenders. Each Issuing Lender Notwithstanding any other provision of this Agreement or any Loan Document, Agent shall have all not be obligated to take any action that, in its opinion or the opinion of the benefits and immunities (i) provided its counsel, may expose Agent to the Administrative Agent in this Section 14 with respect liability or that is contrary to any acts taken Loan Document or omissions suffered by such Issuing Lender applicable law or would result in Agent incurring any unreimbursed expense in connection with Letters of Credit issued by it the administration or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all enforcement of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLoan Documents.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints Bank of America, N.A. as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 14. The provisions of this Article 14 are solely for the benefit of the Agent and the Lenders and the Borrower and Parent shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or 125 otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including, without limitation, (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Availability, (b) the making of Agent Advances pursuant to Section 2.2(i), and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to Section 11.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably (subject to Section 14.99.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit issued by it and the documents associated therewith. Each therewith until such time (and except for so long) as Agent may agree at the request of the Banks to act for Issuing Lender Bank with respect thereto; provided, however, that Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article IX with respect to any acts taken or omissions suffered by such Issuing Lender Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “Administrative Agent”, ” as used in this Section 14, Article IX included such Issuing Lender Bank with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement herein with respect to Issuing Bank. Prior to the Issuance of a Letter of Credit or upon the payment of any drawing on a Letter of Credit by Issuing Lenders. (c) The Swing Line Lender Bank other than Agent, Issuing Bank shall have all provide written notice to Agent of the benefits dollar amount, the date of such Issuance of payment and immunities (i) provided the expiry date for such Letter of Credit. Such Issuance shall be subject to the Administrative Agent consent of Agent. Such consent shall not result in this Section 14 with respect to the imposition of any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative liability upon Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby Lessor irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes Deutsche Bank AG, New York Branch as Agent Lessor (in such capacity as Agent Lessor hereunder and under the Administrative other Operative Agreements, the "Agent Lessor") of such Lessor to enter into the Operative Agreements (including, without limitation, the Lease and the Lease Supplement) on behalf of such Lessor and to act as specified herein and in the other Operative Agreements, and each such Lessor hereby authorizes the Agent Lessor as agent for such Lessor, to take such action on its behalf under the provisions of this Participation Agreement and each the other Loan Document Operative Agreements and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such other powers as are reasonably incidental theretothereto (including, without limitation, the execution and delivery from time to time in accordance with the provisions and terms hereof of the Lease Supplement, the Assignment of Lease Supplement and the various other documents, conveyances, terminations, assignments and instruments contemplated herein to be delivered by the Agent Lessor on behalf of the Lessors). Each action taken by the Agent Lessor under any Operative Agreement shall be deemed to be on behalf of each of the Lessors, unless otherwise indicated. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any the other Loan DocumentOperative Agreements, the Administrative Agent Lessor shall not have any duties or responsibilities responsibilities, except those expressly set forth hereinherein and therein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderLessor, and no implied applied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Loan Document Operative Agreements, or shall otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesLessor. (b) Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints the Agent as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article VIII. The provisions of this Article VIII 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 of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations obligations, or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . The Agent shall act on behalf of only exercise or refrain from exercising any rights or take or refrain from taking any actions which the Lenders with respect Agent is expressly entitled to any Letters of Credit issued by it take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have other Loan Documents with the prior consent of all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably (subject to Section 14.910.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any only such duties or responsibilities except those responsibilities, as expressly set forth herein, nor shall the Administrative Agent shall not have or be deemed to have any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each The Issuing Lender Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit issued Issued by it and the documents associated therewith. Each therewith until such time and except for so long as Administrative Agent may agree at the request of any of the Banks to act for such Issuing Lender Bank with respect thereto; provided, however, that the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article X with respect to any acts taken or omissions suffered by such the Issuing Lender Bank in connection with Letters of Credit issued Issued by it or proposed to be issued Issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “"Administrative Agent”, ," as used in this Section 14Article X, included such the Issuing Lender Bank with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing LendersBank. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each member of the Lender Group hereby irrevocably (subject to Section 14.9) appoints, designates and authorizes appoints Truist Bank as the Administrative Agent and authorizes it to take such action actions on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of Administrative Agent under this Agreement or any and the other Loan DocumentDocuments, together with all such actions and powers as that are reasonably incidental thereto. Notwithstanding The Administrative Agent may perform any provision to of its duties hereunder or under the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have Documents by or through any duties one or responsibilities except those expressly set forth herein, nor shall the Administrative Agent have more sub-agents or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against attorneys-in-fact appointed by the Administrative Agent. Without limiting The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article shall apply to any such sub-agent, attorney-in-fact or Related Party and shall apply to their respective activities in connection with the generality syndication of the foregoing sentence, the use of the term “agent” credit facilities provided for herein and in the other Loan Documents with reference to as well as activities as the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawAgent. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Lenders to act for such Issuing Lender Bank with respect thereto; provided that such Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article with respect to any acts taken or omissions suffered by such Issuing Lender Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “Administrative Agent”, ” as used in this Section 14, Article included such Issuing Lender Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing LendersBanks. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and authorizes the Administrative Agent and Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Document, the Administrative Agent Agents shall not have any duties or responsibilities responsibilities, except those expressly set forth hereinherein or in any other Loan Document, nor shall the Administrative Agent Agents have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative AgentAgents. Without limiting the generality of the foregoing sentence, the use of the term “"agent” " herein and in the other Loan Documents with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender The LC Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender , and the LC Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in Agents pursuant to this Section 14 Article 8 with respect to any acts taken or omissions suffered by such Issuing Lender the LC Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, "Agents" as used in this Section 14, Article 8 and the term "Administrative Agent" in the definition of "Agent-Related Person" included such Issuing Lender the LC Issuer with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement herein with respect to the Issuing LendersLC Issuer. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints BankAmerica Business Credit, Inc. as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 14. The provisions of this Article 14 are solely for the benefit of the Agent and the Lenders and the Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. . Except as expressly otherwise provided in this Agreement, the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, (a) the making of Agent Advances pursuant to Section 2.2(i), and (b) Each Issuing Lender shall act on behalf the exercise of the Lenders with respect remedies pursuant to Section 11.2, and any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints each of the Agents as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative each Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Each Agent agrees to act as such on the express conditions contained in this Article VIII. The provisions of this Article VIII are solely for the benefit of the Agents and the Lenders and the Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent Agents shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent Agents have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations obligations, or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative AgentAgents. Without limiting the generality of the foregoing sentence, the use of the term “agentagents” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, each Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which such Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including (a) the determination of the benefits applicability of ineligibility criteria and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement other determinations with respect to the Issuing Lenders. calculation of the Applicable Borrowing Base, (b) the making of Protective Advances pursuant to Section 2.05, and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to Article VII, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Loan Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Loan Credit Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement herein or in any other Loan Credit Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderLender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Credit Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Credit Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender hereby irrevocably appoints, designates and authorizes the Security Trustee to take such action on its behalf under the provisions of this Credit Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Credit Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Credit Document, the Security Trustee shall not have any duties or responsibilities, except those expressly set forth herein. The Security Trustee shall act on behalf of the Finance Parties with respect to any Collateral Documents entered and delivered by any Foreign Credit Party (and any Collateral identified therein), and the Security Trustee shall have all of the benefits, indemnities and immunities (i) provided to the Administrative Agent in this Credit Agreement with respect to any acts taken or omissions suffered by the Security Trustee as fully as if the term “Administrative Agent” as used herein included the Security Trustee with respect to such acts or omissions and (ii) as additionally provided herein with respect to the Security Trustee. (c) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender , and the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article X with respect to any acts taken or omissions suffered by such Issuing Lender the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, ” as used in this Section 14, Article X and in the definition of “Agent-Related Person” included such Issuing Lender the L/C Issuer with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement herein with respect to the Issuing LendersL/C Issuer. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9SECTION 10.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender The Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender therewith until such time and except for so long as the Agent may agree at the request of the Required Lenders to act for such Issuer with respect thereto; PROVIDED, HOWEVER, that the Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 ARTICLE X with respect to any acts taken or omissions suffered by such the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “Administrative "Agent”", as used in this Section 14ARTICLE X, included such Issuing Lender the Issuer with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing LendersIssuer. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably appoints and designates the Bank (subject to Section 14.9acting in its capacity as the Agent) appointsas its agent under this Agreement and the other Loan Documents, designates and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its such Lender's behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it the Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article VIII. Other than as expressly provided in Section 8.10 and Section 8.11, the provisions of this Article VIII are solely for the benefit of the Agent and the other Credit Providers, and no Obligated Party shall have any rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderLender or Participant, and no implied covenants, functions, responsibilities, duties, obligations obligations, or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the this Agreement or any other Loan Documents Document with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (i) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (ii) the making of Agent Advances pursuant to Section 2.01(b)(x) and (iii) the exercise of remedies pursuant to Section 7.02, and any action so taken or not taken shall be deemed consented to by the Lenders. (b) Each Issuing Lender The Letter of Credit Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it hereunder and the agreements and documents associated therewith. Each Issuing Lender The Letter of Credit Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article VIII with respect to any acts taken or omissions suffered by such Issuing Lender the Letter of Credit Issuer in connection with Letters of Credit issued by it it, or proposed to be issued by it it, and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative "Agent”, " as used in this Section 14, Article VIII included such Issuing Lender the Letter of Credit Issuer with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement herein with respect to the Issuing LendersLetter of Credit Issuer. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints BMO as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as such on the express conditions contained in this Section Twelve. The provisions of this Section Twelve are solely for the benefit of Agent and Lenders, and Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities to Lenders, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the -105- generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, Agent shall act on behalf of the Lenders have and may use its discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Availability, (b) the making of Agent Advances pursuant to Section 2.2(i), and (c) The Swing Line the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be deemed consented to by Lenders. Without limiting Section 11.1, Agent may, and each Lender shall have authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Loan Documents and to enter into amendments, restatements, modifications and supplements to the Loan Documents entered into between Agent and one or more Borrowers or Guarantors from time to time to take any action contemplated or permitted by the terms of this Agreement. Any action taken by Agent in accordance with the provisions of the benefits Loan Documents, and immunities the exercise by Agent of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. Without limiting the generality of the foregoing, each Lender hereby authorizes each of Collateral Agent and Agent to enter into the Intercreditor Agreement and the Security Agreement (i) provided together with any joinders thereto and any amendments, modifications or supplements thereto to make conforming changes to the Administrative Agent Loan Documents, resolve any ambiguities in this Section 14 with respect Agent’s discretion and make corrective amendments thereto), and to any acts taken or omissions suffered take all actions contemplated by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if Intercreditor Agreement and the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderSecurity Agreement.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.911.9) appoints, designates and authorizes the Administrative each Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it such Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative no Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative any Agent have or be deemed to have any fiduciary relationship with any LenderLender or any other Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative any Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters Letter of Credit issued Issued by it and the documents associated therewith. Each therewith until such time and except for so long as the Paying Agent may agree at the request of the Majority Lenders to act for such Issuing Lender with respect thereto; provided, however, that each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent Agents in this Section 14 Article XI with respect to any acts act taken or omissions omission suffered by such Issuing Lender in connection with the Letters of Credit issued Issued by it or proposed to be issued Issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “Administrative "Agent”", as used in this Section 14Article XI, included such Issuing Lender with respect to such acts act or omissions omission, and (ii) as additionally provided in this Agreement with respect to the such Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.915.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan DocumentAgreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan DocumentAgreement, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each The Issuing Lender Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued Issued by it and the documents associated therewith. Each therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Lender Bank with respect thereto; provided that the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article XV with respect to any acts taken or omissions suffered by such the Issuing Lender Bank in connection with Letters of Credit issued Issued by it or proposed to be issued Issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit L/C Related Documents as fully as if the term “Administrative Agent”, ,” as used in this Section 14Article XV, included such the Issuing Lender Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing LendersBank. (c) The Each of the UK Lender, the Canadian Lender, the EMU Lenders and the Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article XV with respect to any acts taken or omissions suffered by the Swing Line Lender such Person in connection with UK Loans, Canadian Loans, EMU Loans and Swing Line Loans Loans, as the case may be, made or proposed to be made by it as fully as if the term “Administrative Agent”, ,” as used in this Section 14Article XV, included the UK Lender, the Canadian Lender, the applicable EMU Lender and the Swing Line Lender Lender, as the case may be, with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the UK Lender, the Canadian Lender, the EMU Lenders and the Swing Line Lender.

Appointment and Authorization. (a1) Each Lender Bank hereby irrevocably (subject to Section 14.910.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b2) Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender The Swing Line Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article X with respect to any acts taken or omissions suffered by the Swing Line Lender Bank in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative "Agent”", as used in this Section 14Article X, included the Swing Line Lender Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderBank. (3) Each Issuing Bank shall act on behalf of the Banks with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as the Agent may agree at the request of the Majority Banks to act for such Issuing Bank with respect thereto; provided, however, that each Issuing Bank shall have all of the benefits and immunities (i) provided to the Agent in this Article X with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit Issued by it or proposed to be Issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Agent", as used in this Article X, included such Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to such Issuing Bank.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.. 66

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates and appoints Bank as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 14. The provisions of this Article 14 are solely for the benefit of the Agent and the Lenders and the Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . Except as expressly otherwise provided in this Agreement, the Agent shall act on behalf of the Lenders have and may use its sole discretion with respect to exercising or refraining from exercising any Letters of Credit issued by it discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the documents associated therewith. Each Issuing Lender shall have all other Loan Documents, including (a) the determination of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters applicability of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement ineligibility criteria with respect to the Issuing Lenders. calculation of the Borrowing Base, (b) the making of Agent Advances pursuant to Section 2.2(i), and (c) The Swing Line Lender shall have all the exercise of the benefits remedies pursuant to Section 11.2, and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts action so taken or omissions suffered not taken shall be deemed consented to by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line LenderLenders.

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably (subject to Section 14.9SECTION 10.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the this Agreement or any other Loan Documents Document with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each The Issuing Lender Bank shall act on behalf of the Lenders Banks with respect to any Letters of Credit issued Issued by it and the documents associated therewith. Each therewith until such time and except for so long as the Administrative Agent may agree at the request of the Majority Banks to act for such Issuing Lender Bank with respect thereto; provided, however, that the Issuing Bank shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 Article X with respect to any acts taken or omissions suffered by such the Issuing Lender Bank in connection with Letters of Credit issued Issued by it or proposed to be issued Issued by it and the applications application and agreements for letters of credit pertaining to such the Letters of Credit as fully as if the term “"Administrative Agent”", as used in this Section 14Article X, included such the Issuing Lender Bank with respect to such acts or omissions omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing LendersBank. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative Agent to take such action as contractual representative on its such ▇▇▇▇▇▇’s behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Credit Agreement and perform such duties the other Credit Documents as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to Not in limitation of the contrary contained elsewhere in this Agreement or in any other Loan Documentforegoing, each Lender authorizes and directs the Administrative Agent shall not have any duties or responsibilities to enter into the Credit Documents for the benefit of the Lenders. Each Lender hereby agrees that, except those expressly as otherwise set forth herein, nor any action taken by the Required Lenders in accordance with the provisions of this Credit Agreement or the Credit Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent have a trustee or be deemed fiduciary for any Lender or to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against impose on the Administrative AgentAgent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent”, “Administrative Agent”, “agent” herein and similar terms in the other Loan Credit Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawLaw. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . The Administrative Agent shall act on behalf deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the Lenders with respect to any Letters of Credit issued by it financial statements, certificates, notices and the other documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided delivered to the Administrative Agent in this Section 14 with respect pursuant to Article VI. that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any acts taken Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Lenders. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided notice furnished to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans Borrower, any other Credit Party or any other Affiliate of the Borrower, pursuant to this Credit Agreement or any other Credit Document not already delivered or otherwise made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect available to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.Exhibit 10

Appointment and Authorization. (a) Each Lender hereby irrevocably (subject to Section 14.9) appoints, designates appoints and authorizes the Administrative Agent to take such action as contractual representative on its such Lender’s behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and perform such duties the other Loan Documents as are expressly specifically delegated to it the Administrative Agent by the terms of this Agreement or any other Loan Documenthereof and thereof, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to Not in limitation of the contrary contained elsewhere in this Agreement or in any other Loan Documentforegoing, each Lender authorizes and directs the Administrative Agent shall not have any duties or responsibilities to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except those expressly as otherwise set forth herein, nor any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent have a trustee or be deemed fiduciary for any Lender or to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against impose on the Administrative AgentAgent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing sentenceforegoing, the use of the term terms “Agent,” “Administrative Agent,” “agent” herein and similar terms in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable lawApplicable Law. Instead, use of such term terms is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender . The Administrative Agent shall act on behalf deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the Lenders with respect to any Letters of Credit issued by it financial statements, certificates, notices and the other documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities (i) provided delivered to the Administrative Agent in this Section 14 with respect pursuant to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed Article IX. that the Borrower is not otherwise required to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as used in this Section 14, included such Issuing Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect deliver directly to the Issuing Lenders. (c) . The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.will

Appointment and Authorization. (a) Each Lender Bank hereby irrevocably (subject to Section 14.910.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “"agent” herein and " in the other Loan Documents this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, custom and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. Each Issuing Lender shall have all of the benefits and immunities EACH ISSUING BANK SHALL ACT ON BEHALF OF THE BANKS WITH RESPECT TO ANY LETTERS OF CREDIT ISSUED BY IT AND THE DOCUMENTS ASSOCIATED THEREWITH UNTIL SUCH TIME AND EXCEPT FOR SO LONG AS AGENT MAY AGREE AT THE REQUEST OF THE BANKS TO ACT FOR SUCH ISSUING BANK WITH RESPECT THERETO; PROVIDED, HOWEVER, THAT SUCH ISSUING BANK SHALL HAVE ALL OF THE BENEFITS AND IMMUNITIES (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”PROVIDED TO AGENT IN THIS ARTICLE X WITH RESPECT TO ANY ACTS TAKEN OR OMISSIONS SUFFERED BY SUCH ISSUING BANK IN CONNECTION WITH LETTERS OF CREDIT ISSUED BY IT OR PROPOSED TO BE ISSUED BY IT AND THE APPLICATION AND AGREEMENTS FOR LETTERS OF CREDIT PERTAINING TO THE LETTERS OF CREDIT AS FULLY AS IF THE TERM "AGENT," AS USED IN THIS ARTICLE X, as used in this Section 14INCLUDED SUCH ISSUING BANK WITH RESPECT TO SUCH ACTS OR OMISSIONS, included such Issuing Lender with respect to such acts or omissions and AND (ii) as additionally provided in this Agreement with respect to the Issuing LendersAS ADDITIONALLY PROVIDED IN THIS AGREEMENT WITH RESPECT TO SUCH ISSUING BANKS. PRIOR TO THE ISSUANCE OF A LETTER OF CREDIT BY AN ISSUING BANK OTHER THAN AGENT, SUCH ISSUING BANK SHALL PROVIDE WRITTEN NOTICE TO AGENT OF THE DOLLAR AMOUNT, THE DATE OF SUCH ISSUANCE AND THE EXPIRY DATE OF SUCH LETTER OF CREDIT. SUCH ISSUANCE SHALL BE SUBJECT TO THE CONSENT OF AGENT. SUCH CONSENT SHALL NOT RESULT IN THE IMPOSITION OF ANY LIABILITY UPON AGENT. (c) The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 14 with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term “Administrative Agent”, as used in this Section 14, included the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Swing Line Lender.