Common use of Appointment, Powers and Immunities Clause in Contracts

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents referred to or provided for in, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Credit Documents with such powers as are specifically expressly delegated to the Agent by the terms of this AgreementAgreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Document, and shall not by reason of this Agreement be a trustee for any Bank; (b) Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Document or applicable law. Neither Agent nor any Lender shall be responsible to the Banks any other Lender for any recitals, statements, representations or warranties made by Borrower or any of its Subsidiaries contained in this Agreement, the Notes, Agreement or in any certificate or other documents referred to or provided for inCredit Document, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other document referred to or provided for herein Credit Document or for any failure by the Borrower or any other Person of its Subsidiaries to perform any of its their respective obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees, agents or advisors shall be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in good faithconnection herewith or therewith, except for its or their own gross negligence or willful misconduct. The Except as otherwise provided under this Agreement, Agent may deem and treat shall take such action with respect to the payee of any Note Credit Documents as shall be directed by the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the AgentRequired Lenders.

Appointment, Powers and Immunities. Each Lender and each Issuing Bank hereby irrevocably (but subject to Section 10.08) appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, Agreement together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 shall include reference to its Affiliates and its own and its affiliates’ officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and shall not by reason of this Agreement be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Notes, Agreement or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentreasonable care.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent The CIT Group/Equipment Financing, Inc., to act as its agent Collateral Agent and KeyBank N.A. to act as its Administrative Agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent Agents by the terms of this AgreementAgreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Each Agent (which term as used in this sentence and in Section 9.05 and the first sentence of Section 9.06 hereof shall include reference to the Affiliates and each Agent and each Agent: ’s Affiliates’ officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note loan certificate or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this Section 11 shall include reference to its affiliates and its and its affiliates’ officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and the Notes, and shall not by reason of this Agreement or any Note be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, Agreement or the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, Agreement or any the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any of its Subsidiaries or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; hereunder or under any Note except to the extent requested by the Majority Lenders, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any Note or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentreasonable care.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, even if such actions or omissions are foreseeably caused by the ordinary negligence of the Administrative Agent, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the written consent of the Company to such assignment or transfer.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints ---------------------------------- and authorizes the Agent to act as its agent hereunder and under the Notes other Credit Documents with such powers as are specifically expressly delegated to the Agent by the terms of this AgreementAgreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Document, and shall not by reason of this Agreement be a trustee for any Bank; (b) Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Document or any applicable Governmental Rule. Neither Agent nor any Lender shall be responsible to the Banks any other Lender for any recitals, statements, representations or warranties made by Borrower or any of its Subsidiaries contained in this Agreement, the Notes, Agreement or in any certificate or other documents referred to or provided for inCredit Document, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other document referred to or provided for herein Credit Document or for any failure by the Borrower or any other Person of its Subsidiaries to perform any of its their respective obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees, agents or advisors shall be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in good faithconnection herewith or therewith, except for its or their own gross negligence or willful misconduct. The Except as otherwise provided under this Agreement, Agent may deem and treat shall take such action with respect to the payee of any Note Credit Documents as shall be directed by the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the AgentRequired Lenders.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent Rabobank to act as agent on its agent behalf, and on behalf of each of its Affiliates who are owed Obligations (each such Affiliate by acceptance of the benefits of the Basic Documents hereby ratifying such appointment), hereunder and under the Notes other Basic Documents with such powers as are specifically delegated to the Agent by the terms of this AgreementAgreement and of the other Basic Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 hereof shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents): (a) shall not have any has no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Basic Documents, and shall not by reason of this Agreement or any other Basic Document be a trustee or fiduciary for any BankSecured Party; (b) shall not be responsible to the Banks any Secured Party for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any other Basic Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note other Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Obligor or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Basic Document, unless so directed by the Required Banks; (d) shall not be required to act as collateral agent hereunder or otherwise be responsible for any collateral security granted in connection herewith except with respect to any collateral that cannot be perfected by filing Uniform Commercial Code financing statements and is required to be delivered to the Agent under the Basic Documents; and (de) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note Banks named in the Register as the holder thereof “Banks” hereunder for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have has been filed with the Agent.

Appointment, Powers and Immunities. Each Bank hereby Secured Party irrevocably designates, appoints and authorizes the Agent Xxxxx Fargo to act as its agent Agent hereunder and under the Notes other Financing Agreements and each of Xxxxx Fargo, Bank of America, N.A. and General Electric Capital Corporation to act as Co-Collateral Agents hereunder, in each case with such powers as are specifically delegated to the Agent and Co-Collateral Agents, respectively, by the terms of this AgreementAgreement and of the other Financing Agreements, together with such other powers as are reasonably incidental thereto. The Agent: Agent and Co-Collateral Agents (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Financing Agreements, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, Agreement or in any of the Notesother Financing Agreements, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by the any Borrower or any Guarantor or any other Person to perform any of its obligations hereunder or thereunder; and (c) shall not be required responsible to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible Secured Parties for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Agent and Co-Collateral Agents may employ agents and attorneys-in-attorneys in fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-attorneys in fact selected by it in good faith. The Agent may deem and treat the payee of any Note note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof pursuant to an agreement (if and to the extent permitted herein) in form and substance satisfactory to Agent shall have been filed with the delivered to and acknowledged by Agent.

Appointment, Powers and Immunities. Each Bank Party hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Credit Documents with such powers as are specifically expressly delegated to the Agent by the terms of this AgreementAgreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Document, and shall not by reason of this Agreement be a trustee for any Bank; (b) Bank Party or have any fiduciary duty to any Bank Party. Notwithstanding anything to the contrary contained herein, Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Document or applicable law. Neither Agent nor any Bank Party shall be responsible to the Banks Agent or any other Bank Party for any recitals, statements, representations or warranties made by Borrower or any of its Subsidiaries contained in this Agreement, the Notes, Agreement or in any certificate or other documents referred to or provided for inCredit Document, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein Credit Document or for any failure by the Borrower or any other Person of its Subsidiaries to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Bank Party for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faiththem with reasonable care. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice None of the assignment Agent or transfer thereof its directors, officers, employees or agents shall have been filed be responsible to any Bank Party for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, Agent shall take such action with respect to the AgentCredit Documents as shall be directed by the Required Banks.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and hereunder, under the Notes and the other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreementthe Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the NotesNotes or the other Loan Documents, or in any certificate or other documents referred to or provided for in, or received by any of them under, this Agreement, the NotesNotes or the other Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or the other Loan Documents or any other document referred to or provided for herein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the The Collateral Agent to shall act as its agent for the Company hereunder and under the Notes with such powers as are specifically delegated to vested in the Collateral Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Collateral Agent: (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and no implied covenants or obligations shall not by reason of be inferred from this Agreement against the Collateral Agent, nor shall the Collateral Agent be a trustee for bound by the provisions of any Bankagreement by any party hereto beyond the specific terms hereof; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties recitals contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them it under, this Agreement, the NotesSecurities or the Purchase Contract Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this AgreementAgreement (other than as against the Collateral Agent), any Note the Securities or the Purchase Contract Agreement or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person (except the Collateral Agent) to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder (except pursuant to directions furnished under Section 8.2 hereof); and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.or

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes Letters of Credit and the other Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this Section 11.01 shall include reference to its affiliates and its and its affiliates' officers, directors, employees and agents and to Chase acting in its individual capacity hereunder as issuer of Participation Letters of Credit): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, the Letters of Credit and the other Basic Documents, and shall not by reason of this Agreement Agreement, the Letters of Credit or any other Basic Document be a trustee for any Bank; Lender, (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the NotesLetters of Credit or any other Basic Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesLetters of Credit or any other Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Letters of Credit or any Note other Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any of its Subsidiaries or any other Person to perform any of its obligations hereunder or thereunder; , (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; hereunder or under any other Basic Document except to the extent requested by the Required Lenders, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under the Letters of Credit, any other Basic Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents 71 78 and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice way limiting any of the assignment or transfer thereof foregoing, each Lender acknowledges that the Administrative Agent shall have been filed with no greater responsibility in the Agentoperation of Letters of Credit than is specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 (or any replacement or revision thereof in effect from time to time).

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act take such action as agent on its agent hereunder behalf and to exercise such powers under this Agreement, the Notes with such powers and the other Credit Documents as are specifically delegated to the Agent by the terms of this Agreement, the Notes or any other Credit Document, together with all such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this SECTION 11 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, agents and advisors) (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, the Credit Documents and shall not by reason of this Agreement any Credit Document be a trustee or fiduciary for any Bank; (b) shall not be responsible to the Banks any Bank for any recitals, statements, representations or warranties contained in this Agreement, the Notesany Credit Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notesany Credit Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Credit Document or any other document referred to or provided for herein therein or any Property covered thereby or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any enforcement, litigation or collection proceedings hereunder; hereunder or under any Credit Document except to the extent requested by the Required Banks (and SECTION 11.7 shall apply), and (d) shall not be responsible to any Bank for any action taken or omitted to be taken by it hereunder under any Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, including any such action pursuant to its own negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentreasonable care.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder hereunder, under the Letters of Credit and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Any Loan Documents executed in favor of Agent shall be held by Agent for the ratable benefit of the Lenders. Agent (“Agent: ” as used in this Section 10 shall include reference to its Affiliates and its own and its Affiliates’ respective officers, shareholders, directors, employees and agents) (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Letters of Credit and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement, the NotesLetters of Credit or any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesLetters of Credit or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement, the Letters of Credit or any Note other Loan Document or any other document referred to or provided for herein or therein or any Property covered thereby or for any failure by the Borrower any Obligor or any other Person to perform any of its obligations hereunder or thereunder, and shall not have any duty to inquire into or pass upon any of the foregoing matters; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document except to the extent requested by the Majority Lenders; and (d) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, including, without limitation, pursuant to its own negligence, except for its own gross negligence or willful misconduct; (e) shall not be bound by or obliged to recognize any agreement among or between Borrower and any Lender to which Agent is not a party, regardless of whether Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to Agent in accordance with the terms of this Agreement or any other Loan Document; (g) shall not be responsible for any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, and (h) shall not be responsible for the acts or edicts of any Governmental Authority. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without in good faithany way limiting any of the foregoing, each Lender acknowledges that Agent shall have no greater responsibility in the operation of the Letters of Credit than is specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision, International Chamber of Commerce Publication No. The 500). In any foreclosure proceeding concerning any collateral, each holder of an Obligation if bidding for its own account or for its own account and the accounts of other Lenders is prohibited from including in the amount of its bid an amount to be applied as a credit against the Obligations held by it or the Obligations held by the other Lenders; instead, such holder must bid in cash only. However, in any such foreclosure proceeding, Agent may deem and treat the payee of any Note as the holder thereof (but shall not be obligated to) submit a bid for all purposes hereof unless Lenders (including itself) in the form of a credit against the Obligations, and until a written notice Agent or its designee may (but shall not be obligated to) accept title to such collateral for and on behalf of the assignment or transfer thereof shall have been filed with the Agentall Lenders.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, even if such actions or omissions are foreseeably caused by the ordinary negligence of the Administrative Agent, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the written consent of the Company to such assignment or transfer.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Any Loan Documents executed in favor of Agent shall be held by Agent for the ratable benefit of the Lenders. Agent (“Agent: ” as used in this Section 10 shall include reference to its Affiliates and its own and its Affiliates’ respective officers, shareholders, directors, employees and agents) (a) shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or any Property covered thereby or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder, and shall not have any duty to inquire into or pass upon any of the foregoing matters; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document except to the extent requested by the Majority Lenders; and (d) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, INCLUDING, WITHOUT LIMITATION, PURSUANT TO ITS OWN NEGLIGENCE, except for its own gross negligence or willful misconduct; (e) shall not be bound by or obliged to recognize any agreement among or between Borrower and any Lender to which Agent is not a party, regardless of whether Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to Agent in accordance with the terms of this Agreement or any other Loan Document; (g) shall not be responsible for any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, and (h) shall not be responsible for the acts or edicts of any Governmental Authority. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentreasonable care.

Appointment, Powers and Immunities. Each Bank Purchaser hereby irrevocably appoints and authorizes the Agent Bank of Utah, and Bank of Utah hereby accepts such appointment, to act as its agent Security Trustee hereunder and under the Notes other Operative Documents with such powers as are specifically delegated to the Agent Security Trustee by the terms of this Agreement, of the other Operative Documents, together with such other powers as are reasonably incidental thereto. The Agent: Security Trustee (which term as used in this sentence and in Section 15(j)(v) and the first sentence of Section 15(j)(vi) shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Operative Documents, and shall not by reason of this Agreement or any other Operative Document be a trustee for any BankPurchaser; (b) shall not be responsible to the Banks Purchasers for any recitals, statements, representations or warranties contained in this Agreement, the Notesin any other Operative Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notesany other Operative Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Note, any other Operative Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Owner or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Operative Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder hereunder, under any other Operative Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent Security Trustee may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent Security Trustee may deem and treat the payee of any Note as the holder Holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed filed, together with the Agent.consent of the Lessee to such assignment or transfer (to the extent provided in Section 14(c)). [Note Purchase Agreement [Virgin/NPA MSN 6965]]

Appointment, Powers and Immunities. Each Bank Lender, by its acceptance of the security interests granted to the Collateral Agent on its behalf hereunder, hereby irrevocably appoints and authorizes the Agent First Chicago to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Collateral Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Collateral Agent (which term as used in this sentence and in Section 7.05 and the first sentence of Section 7.06 hereof shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and shall not by reason of this Agreement be a trustee for for, or a fiduciary with respect to, any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any notice or Borrowing Base Report delivered hereunder, or in any other certificate or other documents document referred to or provided for in, or received by any of them it under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other document referred to or provided for herein or therein or for any failure by the Borrower Grantor or any other Person to perform any of its obligations hereunder or thereunderhereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.7.02

Appointment, Powers and Immunities. LaSalle is hereby appointed Administrative Agent hereunder and under each of the other Loan Documents. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Agreement and under the Notes other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this AgreementAgreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 16.5 and the first sentence of Section 16.6 hereof shall include its affiliates and its own and its affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, Agreement and shall not by reason of this Agreement be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreement, the Notesrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notesany Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Covered Person or any other Person to perform any of its obligations hereunder thereunder or thereunderthe validity or priority of any Security Interest in any Collateral or the sufficiency or value of any Collateral; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (de) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewithwith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentreasonable care.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Credit Documents with such powers as are specifically expressly delegated to the Agent by the terms of this AgreementAgreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Document, and shall not by reason of this Agreement be a trustee for any Bank; (b) Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Document or any applicable Governmental Rule. Neither Agent nor any Lender shall be responsible to the Banks any other Lender for any recitals, statements, representations or warranties made by any Borrower or any of its Subsidiaries contained in this Agreement, the Notes, Agreement or in any certificate or other documents referred to or provided for inCredit Document, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other document referred to or provided for herein Credit Document or for any failure by the any Borrower or any other Person of its Subsidiaries to perform any of its their respective obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of to any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.Lender

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any document delivered in connection herewith, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Note, if any, or any other document referred to or provided for herein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note Note, if any, as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed consented to in accordance with the AgentSection 11.6.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the such Administrative Agent by the terms of this AgreementAgreement and of the other Loan Documents, to which such Administrative Agent is a party, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 hereof shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents): (a) shall not have any no duties or responsibilities (including fiduciary or implied duties) except those expressly set forth in this AgreementAgreement and in the other Loan Documents, to which such Administrative Agent is a party, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any collateral security provided for by any of the Security Documents, or of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein, or for any failure by the Borrower Borrower, any other Obligor or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct; and (e) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights or powers expressly contemplated by this Agreement and the other Loan Documents that the Administrative Agent is required to exercise following its receipt of written instructions from the Majority Banks, as the case may be, in accordance with the provisions of this Agreement and the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the consent of the Borrower to such assignment or transfer (to the extent provided in Section 12.06(b) hereof).

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 10.05 hereof and the first sentence of Section 10.06 hereof shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Note, any other Loan Document or any other document referred to or provided for herein or for any failure by the any Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of any a Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the consent of the Company to such assignment or transfer (to the extent required by Section 11.06(b) hereof).

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Loan Documents, and as the Collateral Agent under the Security Documents, with such powers as are specifically delegated to the Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall not have any no duties or responsibilities except those as expressly set forth in this AgreementAgreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them Bank under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or for the value, title, condition, fitness for use of or otherwise with respect to the Collateral or as to the perfection or priority of the Liens or security interests created thereby (and it makes no representation or warranty with respect thereto), or for insuring or inspecting the Collateral or for paying or discharging any tax, assessment, governmental charge or Lien affecting the Collateral, or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; hereunder or under any other Loan Document except to the extent requested by the Required Banks and shall not be liable for any action taken or omitted to be taken at the direction of the Required Banks, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithwith reasonable care. The Agent, in its capacity as Collateral Agent under the Security Documents, with the consent of the Required Banks, shall have power to appoint one or more persons to act as co-agent or co-agents, jointly with the Collateral Agent, or separate agent or separate agents, of all or any part of the Collateral, and to vest in such person or persons, in such capacity, such title to the Collateral or any part thereof, and such rights, powers, duties, trusts or obligations as the Collateral Agent, with the consent of the Required Banks, may deem and treat consider necessary or desirable in any case only for the payee purpose of meeting any legal requirements of any Note as the holder thereof for all purposes hereof unless and until a written notice jurisdiction in which any part of the assignment Collateral may at the time be located. Absent any specific agreement to the contrary, any co-agent or transfer co-agents appointed hereunder shall, to the extent applicable, have the rights, obligations and duties of the Collateral Agent hereunder. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank. Except as otherwise provided in this Agreement, during the existence of a Default or an Event of Default, the Agent, as Collateral Agent, agrees to make only such demands and give only such notices under the Security Documents as it is instructed in writing to give, and to take only such action to enforce the Security Documents and to only collect and/or dispose of the Collateral or any portion thereof shall have been filed as it is instructed in writing to take, collect or dispose of any of the Collateral pursuant to applicable law, by the Required Banks. The Collateral Agent agrees not to release the Collateral or any portion thereof except in accordance with the Agent.provisions of this Agreement and the other Loan Documents. The Collateral Agent shall not grant any consent (except as expressly contemplated by this Agreement or the other Loan Documents) or waiver in connection with, execute any amendment to or modification of, or exercise any discretion granted to it under any of the Security Documents, except in accordance with Section 9.06. Notwithstanding anything herein to the contrary, the Collateral Agent shall not be required to take any

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, even if such actions or omissions are foreseeably caused by the ordinary negligence of the Agent, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent, together with the written consent of the Company to such assignment or transfer.

Appointment, Powers and Immunities. Each Bank Lender ------------- ---------------------------------- hereby irrevocably (subject to SECTION 10.08) designates and appoints Fleet National Bank, which designation and authorizes appointment is coupled with an interest, as the Agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes Fleet National Bank, as the Agent of such Lender, to act as take such action on its agent hereunder and behalf under the Notes with provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Agent by the terms of this AgreementAgreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The AgentAgent (which term as used in this sentence and in SECTION 10.05 and such first sentence of SECTION 10.06 hereof shall include reference to its affiliates and its own and such affiliates' officers, directors, employees and agents) shall not: (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement to be a trustee or other fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any either of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability enforceability, perfection or sufficiency of this Agreement, any Note Note, any Security Document or any other document referred to or provided for herein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for to the negligence or misconduct of any such agents or attorneys-in-fact selected extent requested by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.Required Lenders; and

Appointment, Powers and Immunities. Each Bank Financier hereby irrevocably appoints and authorizes the Agent Bank of Utah, and Bank of Utah hereby accepts such appointment, to act as its agent Security Trustee hereunder and under the Notes other Operative Documents with such powers as are specifically delegated to the Agent Security Trustee by the terms of this Agreement, of the other Operative Documents, together with such other powers as are reasonably incidental thereto. The Agent: Security Trustee (which term as used in this sentence and in Section 15(j)(v) and the first sentence of Section 15(j)(vi) shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Operative Documents, and shall not by reason of this Agreement or any other Operative Document be a trustee for any BankFinancier; (b) shall not be responsible to the Banks Financiers for any recitals, statements, representations or warranties contained in this Agreement, the Notesin any other Operative Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notesany other Operative Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Note, any other Operative Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Owner or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Operative Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder hereunder, under any other Operative Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent Security Trustee may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent Security Trustee may deem and treat the payee of any Note as the holder Holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed filed, together with the Agentconsent of the Lessee to such assignment or transfer (to the extent provided in Section 14(c)).

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Loan Documents with such powers as are specifically expressly delegated to the Agent by the terms of this AgreementAgreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Loan Document, and shall not by reason of this Agreement be a trustee for any Bank; (b) Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein Agent shall not be required to take any action which is contrary to this Agreement or any other Loan Document or any applicable Governmental Requirements. Neither Agent nor any Lender shall be responsible to the Banks any other Lender for any recitals, statements, representations or warranties made by Borrower contained in this Agreement, the Notes, Agreement or in any certificate or other documents referred to or provided for inLoan Document, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other document referred to or provided for herein Loan Document or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees, agents or advisors shall be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in good faithconnection herewith or therewith, except for its or their own gross negligence or willful misconduct. The Except as otherwise provided under this Agreement, Agent may deem and treat shall take such action with respect to the payee of Loan Documents (including without limitation acting on any Note requests for covenant waivers) as shall be directed by the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the AgentLenders.

Appointment, Powers and Immunities. Each Bank hereby ---------------------------------- irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The AgentAgent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 hereof shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents) and the Co-Agents: (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee or other fiduciary for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Basic Documents with such powers as are specifically delegated to the Agent by the terms of this AgreementAgreement and of the other Basic Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 hereof shall include reference to its affiliates and its own and its affiliates, officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Basic Documents, and shall not by reason of this Agreement or any other Basic Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any other Basic Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Basic Document; and (d) shall not be required to act as collateral agent hereunder or otherwise be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or collateral security granted in connection herewith, herewith except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall with respect to any collateral that cannot be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected perfected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.filing Uniform Commercial Code financing statements; and

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 hereof shall include reference to its affiliates; and its own and its affiliates’ officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee or other fiduciary for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconductmis- conduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes and Related Documents with such powers as are specifically delegated to the Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. Each Bank specifically acknowledges that it shall have no right to enforce the Guaranty, which shall be enforced solely by the Agent. The Agent (the "Agent: " as used in this Article VIII shall include reference to its officers, shareholders, directors, employees and agents) (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, Agreement and the Related Documents and shall not by reason of this Agreement or any Related Document be a trustee or fiduciary for any Bank; (b) shall not be responsible to the Banks any Bank for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or any Related Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any Related Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement, Agreement or any Note Related Document or any other document referred to or provided for herein or therein or any property covered thereby or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder, and shall not have any duty to inquire into or pass on any of the foregoing matters; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any Related Document except to the extent requested by the Majority Banks; and (d) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under any Related Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, including, without limitation, pursuant to its own negligence, except for its own gross negligence or willful misconduct; (e) shall not be bound by or obligated to recognize any agreement among or between the Debtor and any Bank, regardless of whether the Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to the Agent in accordance with the terms of this Agreement or any Related Document; (g) shall not be responsible for any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator; and (h) shall not be responsible for the acts or edicts of any governmental authority. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentreasonable care.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 hereof shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) except as otherwise expressly set forth herein, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent, together with the written consent of the Company to such assignment or transfer.

Appointment, Powers and Immunities. Each Bank Lender hereby ---------------------------------- irrevocably appoints and authorizes the Agent to act as its agent hereunder administrative agent, the Co-Syndication Agents to act as co-syndication agents, and the Co-Documentation Agents to act as co-documentation agents, under and for purposes of this Agreement, the Notes and the other Loan Documents with such powers as are specifically delegated to the Agent Agents by the terms of this Agreement, the Notes and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agents (which term as used in this sentence and in Section 13.5 hereof and the first sentence of Section 13.6 ------------ ------------ hereof shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, the Notes and the other Loan Documents, and shall not by reason of this Agreement Agreement, the Notes and the other Loan Documents be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the NotesNotes and the other Loan Documents, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesNotes and the other Loan Documents, or for the value, execution, validity, effectiveness, genuineness, enforceability enforceability, collectibility, or sufficiency of this Agreement, any Note the Notes and the other Loan Documents or any other document referred to or provided for herein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderpursuant to this Agreement, the Notes and the other Loan Documents except to the extent requested by the Majority Lenders; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder them pursuant to this Agreement, the Notes and the other Loan Documents or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its their own gross negligence or willful misconduct. The Agent Agents may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentthem.

Appointment, Powers and Immunities. (a) Each Bank Lender (and Wachovia, with respect to the Letter of Credit Obligations) hereby irrevocably appoints and authorizes the Agent (including its successors by merger) to act as its agent hereunder and under the Notes other Credit Documents with such powers as are specifically delegated to the Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: (ai) shall not have any no duties or responsibilities except those as expressly set forth in this AgreementAgreement and the other Credit Documents, and shall not by reason of this Agreement or any other Credit Document be a trustee for any BankLender; (bii) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or any other Credit Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, Lender under this Agreement, the NotesAgreement or any other Credit Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note other Credit Document or any other document referred to or provided for herein or therein or for any failure by the any Borrower or any other Person to perform any of its obligations hereunder or thereunder; (ciii) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Credit Document except to the extent requested by the Required Lenders, and then only on terms and conditions which do not, in the reasonable judgment of the Agent, subject the Agent to any undue risk; and (div) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Credit Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The provisions of this ARTICLE 7 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 hereof. In performing its functions and duties under this Agreement and under the other Credit Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrowers. The duties of the Agent shall be ministerial and administrative in good faithnature, and the Agent shall not have by reason of this Agreement or any other Credit Document a fiduciary relationship in respect of any Lender. The Agent may deem shall remit to the Lenders, as soon as 80 87 reasonably practical following receipt thereof, all payments and treat other amounts received by it hereunder for the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice account of the assignment or transfer thereof shall have been filed with the AgentLenders.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 10.05 hereof and the first sentence of Section 10.06 hereof shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Note, any other Loan Document or any other document referred to or provided for herein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of any a Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent., together with the consent of the Borrower to such assignment or transfer (to the extent required by Section 11.06(b) hereof). The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent First Union to act as its agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreementthe Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the Agent nor any of its Affiliates, officers, directors, employees, attorneys, or agents shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with any Loan Document or any of the other Loan Documents except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, the Agent (i) may treat the payee of any Note as the holder thereof until it receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent: ; (aii) shall not have any no duties or responsibilities except those expressly set forth in this Agreementthe Loan Documents, and shall not by reason of this Agreement any Loan Document be a trustee or fiduciary for any Bank; (biii) shall not be required to initiate any litigation or collection proceedings under any Loan Document except to the extent requested by Required Banks; (iv) shall not be responsible to the Banks for any recitals, statements, representations representations, or warranties contained in this Agreement, the Notesany Loan Document, or in any certificate or other documents documentation referred to or provided for in, or received by any of them under, this Agreement, the Notesany Loan Document, or for the value, validity, effectiveness, genuinenessenforceability, enforceability or sufficiency of this Agreement, any Note Loan Document or any other document documentation referred to or provided for herein therein or for any failure by the Borrower or any other Person to perform any 66 of its obligations hereunder or thereunder; (cv) may consult with legal counsel, independent public accountants, and other experts selected by it and shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible liable for any action taken or omitted to be taken in good faith by it hereunder in accordance with the advice of such counsel, accountants, or experts; and (vi) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate, or other document instrument or instrument referred writing believed by it to be genuine and signed or sent by the proper party or parties. As to any matters not expressly provided for herein by any Loan Document, the Agent shall in all cases be fully protected in acting, or in connection herewithrefraining from acting, except for its own gross negligence hereunder in accordance with instructions signed by Required Banks, and such instructions of Required Banks and any action taken or willful misconduct. The failure to act pursuant thereto shall be binding on all of the Banks; provided, however, that the Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence required to take any action which exposes it to personal liability or misconduct of which is contrary to any such agents Loan Document or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentapplicable law.

Appointment, Powers and Immunities. Each Bank U.S. Lender hereby irrevocably appoints and authorizes the U.S. Administrative Agent to act as its agent hereunder hereunder, under the U.S. Letters of Credit and under the Notes other Loan Documents with such powers as are specifically delegated to the U.S. Administrative Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Each Canadian Lender hereby irrevocably appoints and authorizes the Canadian Agent to act as its agent hereunder, under the Canadian Letters of Credit and under the other Loan Documents with such powers as are specifically delegated to the Canadian Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. Any Loan Documents executed in favor of any Agent shall be held by such Agent for the ratable benefit of the applicable Lenders. Neither of the Agents ("Agents" as used in this Article IX shall include reference to their Affiliates and their own and their Affiliates' respective officers, shareholders, directors, employees and agents) (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Letters of Credit, and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this 99 Agreement, the NotesLetters of Credit or any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesLetters of Credit or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement, the Letters of Credit, or any Note other Loan Document or any other document referred to or provided for herein or therein or any property covered thereby or for any failure by the Borrower any Obligor or any other Person to perform any of its obligations hereunder or thereunder, or shall have any duty to inquire into or pass upon any of the foregoing matters; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under the Letters of Credit or any other Loan Document except to the extent requested and adequately indemnified by the Majority Lenders; and (d) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under the Letters or Credit or any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, including, without limitation, pursuant to its own negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct; (e) shall be bound by or obliged to recognize any agreement among or between either Borrower and any Lender to which such Agent is not a party, regardless of whether such Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall be charged with notice or knowledge of any fact or information not herein set out or provided to such Agent in accordance with the terms of this Agreement or any other Loan Document; (g) shall be responsible for any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, and (h) shall be responsible for the acts or edicts of any Governmental Authority. The Either Agent may employ agents and attorneys-in-fact and neither of the Agents shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without in good faithany way limiting any of the foregoing, each Lender acknowledges that none of the Agents (nor any Issuer) shall have greater responsibility in the operation of the Letters of Credit than is specified in the UCP. The In any foreclosure proceeding concerning any Collateral, each holder of an Obligation if bidding for its own account or for its own account and the accounts of other Lenders is prohibited from including in the amount of its bid an amount to be applied as a credit against the Obligations held by it or the Obligations held by the other Lenders; instead, such holder must bid in cash only. However, in any such foreclosure proceeding, (i) the U.S. Administrative Agent may deem and treat the payee of any Note as the holder thereof (but shall not be obligated to) submit a bid for all purposes hereof unless U.S. Lenders (including itself) in the form of a credit against the U.S. Obligations, and until the U.S. Administrative Agent or its designee may (but shall not be obligated to) accept title to such collateral for and on behalf of all U.S. Lenders and (ii) the Canadian Agent may (but shall not be obligated to) submit a written notice bid for all Canadian Lenders (including itself) in the form of a credit against the assignment Canadian Obligations, and the Canadian Agent or transfer thereof its designee may (but shall have been filed with the Agentnot be obligated to) accept title to such collateral for and on behalf of all Canadian Lenders.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreement, Agreement and the other Loan Documents together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and the other Loan Documents and shall not by reason of this Agreement be a trustee for any Bank; (b) . The Agent shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, Agreement or the Notes, or other Loan Documents in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, Agreement or the Notesother Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or the other Loan Documents or any other document referred to or provided for herein or therein or for the collectibility of the Loans or for the validity, effectiveness or value of any interest or security covered by the Security Documents or for the value of any Collateral or for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument, or for the filing, recording, re-filing, continuing or re-recording of any thereof or for any failure by the any Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any the other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconductLoan Documents. The Agent may employ agents and attorneys-in-fact and shall not be responsible answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or the other Loan Documents or in good faith. The Agent may deem and treat the payee of any Note as the holder thereof connection herewith or therewith, except for all purposes hereof unless and until a written notice of the assignment its or transfer thereof shall have been filed with the Agenttheir own gross negligence or willful misconduct.

Appointment, Powers and Immunities. Each Bank Lender and the LC Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent: (a) shall not have any no duties or responsibilities except those as expressly set forth in this AgreementAgreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them Lender under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; hereunder or under any other Loan Document except to the extent requested by the Required Lenders, and then only on terms and conditions satisfactory to the Administrative Agent, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.or

Appointment, Powers and Immunities. Each Bank Subject to Section 10.08 hereof, each Lender hereby irrevocably appoints and authorizes the Agent Chase to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 hereof shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the consent of the Company to such assignment or transfer.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this AgreementAgreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 9.5 and the first sentence of Section 9.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrower, any REO Acquisition Entity, or any other Person to perform any of its their obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent Agent hereunder and under the Notes Security Instruments with such powers as are specifically delegated to the Agent by the terms of this AgreementAgreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Agent: Agent (awhich term as used in this sentence and in Section 14(e) and the first sentence of Section 14(f) shall not include reference to its Affiliates and its and its Affiliates’ officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have any no duties or responsibilities except those expressly set forth in this Agreementthe Loan Documents, and shall not by reason of this Agreement the Loan Documents be a trustee or fiduciary for any BankLender; (bii) makes no representation or warranty to any Lender and shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note Note, or any other Loan Document or any other document referred to or provided for herein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunderthereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, its Subsidiaries or any other obligor or guarantor; (ciii) except pursuant to Section 14(g) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (div) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewithherewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Agent. The Agent is authorized to release any Collateral or Mortgaged Property that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Bank Secured Party hereby irrevocably appoints and authorizes the Collateral Agent to act as its agent Collateral Agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Collateral Agent by the terms of this AgreementAgreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Collateral Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities to the Secured Parties except those expressly set forth in this AgreementAgreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Secured Parties for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrower, or any other Person to perform any of its their obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document; and (d) shall not be responsible to the Secured Parties for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible to the Secured Parties for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Loan Documents (including, without limitation, the authorization to enter into the Loan Documents as agent on behalf of the Banks and to bind the Banks to the terms thereof) with such powers as are specifically delegated to the Agent by the terms of this AgreementAgreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (awhich term as used in this sentence and in Section 14.4 hereof and the first sentence of Section 14.5 hereof shall include reference to its officers, directors, employees and agents): (i) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (bii) shall not be responsible to the Banks for any recitals, statements, representations or warranties of the Borrower or any other Person contained in this Agreement, the Notes, Agreement or in any other Loan Document or in any certificate or other documents referred to or provided for in, or document received by any of them under, this Agreement, the Noteshereunder or thereunder, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other document referred to or provided for herein Loan Document or for any failure by the Borrower or any other Person person or entity to perform any of its obligations hereunder or thereunder, or for the satisfaction of any condition precedent specified in Section 3 hereof (except receipt of documents required to be delivered to the Agent hereunder); (ciii) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document unless it shall have been so directed by the Required Banks; and (div) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewithLoan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note each Bank as the holder thereof party entitled to receive any amounts hereunder for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent. Section 14.2.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes this Agreement with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence shall include its affiliates and its own and its affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, Agreement and shall not by reason of this Agreement be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreement, the Notesrepresentation, or warranty (whether written or oral) made in or any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreement, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunderhereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by the Borrower or the satisfaction of any condition or to inspect the property (including the books and records) of the Borrower or any of its Subsidiaries or affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder this Agreement; and (de) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewithwith this Agreement, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentreasonable care.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent The CIT Group/Equipment Financing, Inc., to act as its agent Collateral Agent and KeyBank N.A. to act as its Administrative Agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent Agents by the terms of this AgreementAgreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Each Agent (which term as used in this sentence and in Section 9.05 and the first sentence of Section 9.06 hereof shall include reference to the Affiliates and each Agent and each Agent: 's Affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note loan certificate or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem 56 [Participation and treat the payee of any Note as the holder thereof for all purposes hereof unless Loan and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.Security Agreement]

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent Chase to act as its agent Administrative Agent hereunder and under the Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 shall include reference to Chase's Affiliates and its own and its Affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the consent of the Borrower to such assignment or transfer.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the The Collateral Agent to shall act as its agent Agent for the Company hereunder and under the Notes with such powers as are specifically delegated to vested in the Collateral Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Each of the Collateral Agent, the Custodial Agent and the Securities Intermediary: (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and no implied covenants or obligations shall not by reason of be inferred from this Agreement against any of them, nor shall any of them be a trustee for bound by the provisions of any Bankagreement beyond the specific terms hereof; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties recitals contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them it under, this Agreement, the NotesSecurities or the Purchase Contract Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this AgreementAgreement (other than as against the Collateral Agent), any Note the Securities or the Purchase Contract Agreement or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person (except the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be) to perform any of its obligations hereunder or thereunderthereunder or for the perfection, priority or, except as expressly required hereby, maintenance of any security interest created hereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and hereunder (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or except in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice case of the assignment or transfer thereof shall have been filed with the Agent.Collateral

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this AgreementAgreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Neither the Administrative Agent nor any of its Affiliates, officers, directors, employees, attorneys or agents shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with this Agreement CREDIT AGREEMENT - Page 91 or any of the other Loan Documents except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, the Administrative Agent (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent, (b) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Bank; Lender, (bc) shall not be required to initiate any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Lenders, (d) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; , (ce) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible liable for any action taken or omitted to be taken in good faith by it hereunder in accordance with the advice of such counsel, accountants or experts, and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other document instrument or instrument referred writing reasonably believed by it to be genuine and signed or sent by the proper party or parties. As to any matters not expressly provided for herein by this Agreement, the Administrative Agent shall in all cases be fully protected in acting, or in connection herewithrefraining from acting, except for its own gross negligence hereunder in accordance with instructions signed by the Required Lenders, and such instructions of the Required Lenders and any action taken or willful misconduct. The failure to act pursuant thereto shall be binding on all of the Lenders; provided, however, that the Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for required to take any action which exposes the negligence Administrative Agent to liability or misconduct of which is contrary to this Agreement or any such agents other Loan Document or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentapplicable law.

Appointment, Powers and Immunities. Each Bank Holder hereby irrevocably appoints and authorizes the Agent North Haven Expansion to act as its agent hereunder and under the Notes other Note Documents with such powers as are specifically delegated to the Agent by the terms of this AgreementAgreement and the other Note Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and the other Note Documents and shall not by reason of this Agreement be a trustee for any Bank; (b) Holder. Agent shall not be responsible to the Banks Holders for any recitals, statements, representations or warranties contained in this Agreement, Agreement or the Notesother Note Documents, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, Agreement or the Notesother Note Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any the other Note Documents, or any other document referred to or provided for herein or therein, or for the collectability of the Obligations or for the validity, effectiveness or value of any interest or security granted herein or for the value of any Collateral or for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument, or for any failure by the Borrower or any other Person Issuer to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any the other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconductNote Documents. The Agent may employ agents and attorneys-in-fact and shall not be responsible answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, members, managers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or under the other Note Documents or in good faith. The Agent may deem and treat the payee connection herewith or therewith, except for its or their own gross negligence, willful misconduct, or breach of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentthis Agreement.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 10.05 hereof and the first sentence of Section 10.06 hereof shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the consent of the Borrower to such assignment or transfer (to the extent provided in Section 2.04(c) or 11.06(b) hereof, but subject to Section 11.06(d) hereof).

Appointment, Powers and Immunities. (a) Each Bank Lender (and, with respect to the Letter of Credit Obligations, each Issuer) hereby irrevocably appoints and authorizes the each Agent (including its successors by merger) to act as its agent hereunder and under the Notes other Credit Documents with such powers as are specifically delegated to the such Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Each Agent: (ai) shall not have any no duties or responsibilities except those as expressly set forth in this AgreementAgreement and the other Credit Documents, and shall not by reason of this Agreement or any other Credit Document be a trustee for any BankLender; (bii) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or any other Credit Document, or in any certificate or other documents document referred to or provided for in, in or received by any of them under, Lender under this Agreement, the NotesAgreement or any other Credit Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note other Credit Document or any other document referred to or provided for herein or therein or for any failure by the any Borrower or any other Person to perform any of its obligations hereunder or thereunder; (ciii) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Credit Document except to the extent requested by the Required Lenders, and then only on terms and conditions which do not, in the reasonable judgment of such Agent, subject such Agent to any undue risk; and (div) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Credit Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful wilful misconduct. The Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithwith reasonable care. The Agent may deem provisions of this ARTICLE 7 are solely for the benefit of the Agents and treat the payee Lenders, and neither the Borrower nor any Subsidiary Guarantor shall have any rights as a third party beneficiary of any Note of the provisions hereof. In performing its functions and duties under this Agreement and under the other Credit Documents, such Agent shall act solely as agent of the Issuers and the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of each Agent shall be ministerial and administrative in nature, and no Agent shall have by reason of this Agreement or any other Credit Document a fiduciary relationship in respect of any Lender or Issuer. Each Agent shall remit to the Lenders and the Issuers, as the holder thereof case may be, as soon as reasonably practicable following receipt thereof, all payments and other amounts received by it hereunder for all purposes hereof unless and until a written notice the account of the assignment Lenders or transfer thereof shall have been filed with the AgentIssuers.

Appointment, Powers and Immunities. (a) Each Lender and the Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this AgreementAgreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (awhich term as used in this sentence and in Section 12.5 and the first sentence of Section 12.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents) (i) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and in the other Loan Documents and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (bii) shall not be responsible to the Banks Lenders or the Bank for any recitals, statements, representations or warranties contained in this Agreement, Agreement or in any of the Notesother Loan Documents, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, Agreement or any of the Notesother Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability enforceability, perfection or sufficiency of this Agreement, any Revolving Credit Note or any of the other Loan Documents or any other document referred to or provided for herein or therein or for any failure by the Borrower any Loan Party or any other Person to perform any of its obligations hereunder or thereunder; (ciii) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document; and (div) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. In addition, the Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, independent public accountants or experts. The Administrative Agent may deem and treat the payee of any Revolving Credit Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent.

Appointment, Powers and Immunities. NationsBank is hereby appointed Administrative Agent hereunder and under each of the other Loan Documents. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Agreement and under the Notes other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this AgreementAgreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 19.5 and the first sentence of Section 19.6 hereof shall include its affiliates and its own and its affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, Agreement and shall not by reason of this Agreement be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreement, the Notesrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notesany Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Covered Person or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Covered Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Covered Person or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (de) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewithwith any Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under each of the Notes with such powers as are Loan Documents specifically delegated to the Agent by the terms of this AgreementCredit Agreement and the Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in ss. 12.5 and the first sentence of ss. 12.6 shall include reference to its Affiliates and the respective officers, directors, employees and agents of the Agent and its Affiliates): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Credit Agreement to be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Credit Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Credit Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability enforce ability, perfection or sufficiency of this Credit Agreement, any Note or any other document referred to or provided for herein or for any failure by the Borrower Borrowers or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder except to the extent requested by or consented to by the Required Lenders; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithwith reasonable care. The Subject to the foregoing, the Agent may deem shall, on behalf of the Lenders, exercise any and treat all rights, powers and remedies of the payee Lenders under this Credit Agreement and any other Loan Documents, including the giving of any Note as consent or waiver or the holder thereof for all purposes hereof unless and until a written notice entering into of any amendment, subject to the assignment or transfer thereof shall have been filed with the Agentprovisions of ss.25.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent (the "Agent: " as used in this Section 10 shall include reference to its Affiliates and its own and its Affiliates' respective officers, shareholders, directors, employees and agents) (a) shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or any property covered thereby or for any failure by the Borrower any Party or any other Person to perform any of its obligations hereunder or thereunder, and shall not have any duty to inquire into or pass upon any of the foregoing matters; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document except to the extent requested by the Majority Lenders; and (d) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, including, without limitation, pursuant to its own negligence, except for its own gross negligence or willful misconduct; (e) shall not be bound by or obliged to recognize any agreement among or between the Borrower and any Lender, regardless of whether the Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to the Agent in accordance with the terms of this Agreement or any other Loan Document; (g) shall not be responsible for any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, and (h) shall not be responsible for the acts or edicts of any Governmental Authority. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. In any foreclosure proceeding concerning any Collateral, each holder of an Obligation if bidding for its own account or for its own account and the accounts of other Lenders is prohibited from including in good faiththe amount of its bid an amount to be applied as a credit against the Obligations held by it or the Obligations held by the other Lenders; instead, such holder must bid in cash only. The However, in any such foreclosure proceeding, the Agent may deem and treat the payee of any Note as the holder thereof (but shall not be obligated to) submit a bid for all purposes hereof unless Lenders (including itself) in the form of a credit against the Obligations, and until a written notice the Agent or its designee may (but shall not be obligated to) accept title to such collateral for and on behalf of the assignment or transfer thereof shall have been filed with the Agentall Lenders.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Agent (a) which term as used in this sentence and in Section 12.5 and the first sentence of Section 12.6 hereof shall not include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents): shall have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, Agreement or any of the Notesother Loan Documents, or in any certificate or other documents instrument, document or agreement referred to or provided for in, or received by any of them under, this Agreement, Agreement or any of the Notesother Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any of the other document referred to or provided for herein Loan Documents or for any failure by the any Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) subject to Section 12.3 hereof, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other agreement, document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agenttransfer.

Appointment, Powers and Immunities. Each Bank U.S. Lender hereby irrevocably appoints and authorizes the U.S. Agent to act as its agent hereunder hereunder, under the U.S. Letters of Credit and under the Notes other Loan Documents with such powers as are specifically delegated to the U.S. Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Each Canadian Lender hereby irrevocably appoints and authorizes Canadian Agent to act as its agent hereunder, under the Canadian Letters of Credit and under the other Loan Documents with such powers as are specifically delegated to Canadian Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. Any Loan Documents executed in favor of any Agent shall be held by such Agent for the ratable benefit of the applicable Lenders. None of the Agents ("Agents" as used in this SECTION 10 shall include reference to their Affiliates and their own and their Affiliates' respective officers, shareholders, directors, employees and agents) (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Letters of Credit, and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement, the NotesLetters of Credit or any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesLetters of Credit or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement, the Letters of Credit, or any Note other Loan Document or any other document referred to or provided for herein or therein or any Property covered thereby or for any failure by the Borrower any Obligor or any other Person to perform any of its obligations hereunder or thereunder, or shall have any duty to inquire into or pass upon any of the foregoing matters; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under the Letters of Credit or any other Loan Document except to the extent requested and adequately indemnified by the Majority Lenders; and (d) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under the Letters or Credit or any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, including, without limitation, pursuant to its own negligence, except for its own gross negligence or willful misconduct; (e) shall be bound by or obliged to recognize any agreement among or between any Borrower and any Lender to which such Agent is not a party, regardless of whether such Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall be charged with notice or knowledge of any fact or information not herein set out or provided to such Agent in accordance with the terms of this Agreement or any other Loan Document; (g) shall be responsible for any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, or (h) shall be responsible for the acts or edicts of any Governmental Authority. The Any Agent may employ agents and attorneys-in-fact and none of the Agents shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without in good faithany way limiting any of the foregoing, each Lender acknowledges that none of the Agents (nor any Issuer) shall have greater responsibility in the operation of the Letters of Credit than is specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision, International Chamber of Commerce Publication No. The 500) or in the International Standby Practices 1998 (ISP98). In any foreclosure proceeding concerning any collateral, each holder of an Obligation if bidding for its own account or for its own account and the accounts of other Lenders is prohibited from including in the amount of its bid an amount to be applied as a credit against the Obligations held by it or the Obligations held by the other Lenders; instead, such holder must bid in cash only. However, in any such foreclosure proceeding, (i) U.S. Agent may deem and treat the payee of any Note as the holder thereof (but shall not be obligated to) submit a bid for all purposes hereof unless U.S. Lenders (including itself) in the form of a credit against the U.S. Obligations, and until U.S. Agent or its designee may (but shall not be obligated to) accept title to such collateral for and on behalf of all U.S. Lenders and (ii) Canadian Agent may (but shall not be obligated to) submit a written notice bid for all Canadian Lenders (including itself) in the form of a credit against the assignment Canadian Obligations, and Canadian Agent or transfer thereof its designee may (but shall have been filed with the Agentnot be obligated to) accept title to such collateral for and on behalf of all Canadian Lenders.

Appointment, Powers and Immunities. Each Bank Party hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Credit Documents with such powers as are specifically expressly delegated to the Agent by the terms of this AgreementAgreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Document, and shall not by reason of this Agreement be a trustee for any Bank; (b) Bank Party or have any fiduciary duty to any Bank Party. Notwithstanding anything to the contrary contained herein, Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Document or applicable law. Neither Agent nor any Bank Party shall be responsible to the Banks Agent or any other Bank Party for any recitals, statements, representations or warranties made by Borrower, Parent or any of their Subsidiaries contained in this Agreement, the Notes, Agreement or in any certificate or other documents referred to or provided for inCredit Document, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein Credit Document or for any failure by the Borrower Borrower, Parent or any other Person of their Subsidiaries to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Bank Party for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faiththem with reasonable care. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice None of the assignment Agent or transfer thereof its directors, officers, employees or agents shall have been filed be responsible to any Bank Party for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, Agent shall take such action with respect to the AgentCredit Documents as shall be directed by the Required Banks.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Loan Documents, and as the Collateral Agent under the Security Documents, with such powers as are specifically delegated to the Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: (a) shall not have any no duties or responsibilities except those as expressly set forth in this AgreementAgreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them Bank under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or for the value, title, condition, fitness for use of or otherwise with respect to the Collateral or as to the perfection or priority of the Liens or security interests created thereby (and it makes no representation or warranty with respect thereto), or for insuring or inspecting the Collateral or for paying or discharging any tax, assessment, governmental charge or Lien affecting the Collateral, or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; hereunder or under any other Loan Document except to the extent requested by the Required Banks and shall not be liable for any action taken or omitted to be taken at the direction of the Required Banks, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithwith reasonable care. The Agent, in its capacity as Collateral Agent under the Security Documents, with the consent of the Required Banks, shall have power to appoint one or more persons to act as co-agent or co-agents, jointly with the Collateral Agent, or separate agent or separate agents, of all or any part of the Collateral, and to vest in such person or persons, in such capacity, such title to the Collateral or any part thereof, and such rights, powers, duties, trusts or obligations as the Collateral Agent, with the consent of the Required Banks, may deem and treat consider necessary or desirable in any case only for the payee purpose of meeting any legal requirements of any Note as the holder thereof for all purposes hereof unless and until a written notice jurisdiction in which any part of the assignment Collateral may at the time be located. Absent any specific agreement to the contrary, any co-agent or transfer co-agents appointed hereunder shall, to the extent applicable, have the rights, obligations and duties of the Collateral Agent hereunder. The provisions of this Article VII are solely for the benefit of the Agent and the Banks, and the Borrower shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and under the other Loan Documents, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank. Except as otherwise provided in this Agreement, during the existence of a Default or an Event of Default, the Agent, as Collateral Agent, agrees to make only such demands and give only such notices under the Security Documents as it is instructed in writing to give, and to take only such action to enforce the Security Documents and to only collect and/or dispose of the Collateral or any portion thereof shall have been filed as it is instructed in writing to take, collect or dispose of any of the Collateral pursuant to applicable law, by the Required Banks. The Collateral Agent agrees not to release the Collateral or any portion thereof except in accordance with the Agentprovisions of this Agreement and the other Loan Documents. The Collateral Agent shall not grant any consent (except as expressly contemplated by this Agreement or the other Loan Documents) or waiver in connection with, execute any amendment to or modification of, or exercise any discretion granted to it under any of the Security Documents, except in accordance with Section 9.06. Notwithstanding anything herein to the contrary, the Collateral Agent shall not be required to take any action that is in its opinion contrary to law or to the terms of this Agreement or any of the Security Documents, or would in its reasonable opinion subject it or any of its agents, officers, employees or directors to personal liability.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder hereunder, under the Letters of Credit and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Any Loan Documents executed in favor of Agent shall be held by Agent for the ratable benefit of the Lenders. Agent ("Agent: " as used in this Section 10 shall include reference to its Affiliates and its own and its Affiliates' respective officers, shareholders, directors, employees and agents) (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Letters of Credit, and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement, the NotesLetters of Credit or any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesLetters of Credit or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement, the Letters of Credit, or any Note other Loan Document or any other document referred to or provided for herein or therein or any Property covered thereby or for any failure by the Borrower any Obligor or any other Person to perform any of its obligations hereunder or thereunder, and shall not have any duty to inquire into or pass upon any of the foregoing matters; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under the Letters of Credit or any other Loan Document except to the extent requested by the Super Majority Lenders; and (d) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under the Letters or Credit or any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, INCLUDING, WITHOUT LIMITATION, PURSUANT TO ITS OWN NEGLIGENCE, except for its own gross negligence or willful misconduct; (e) shall not be bound by or obliged to recognize any agreement among or between Borrower and any Lender to which Agent is not a party, regardless of whether Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to Agent in accordance with the terms of this Agreement or any other Loan Document; (g) shall not be responsible for any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, and (h) shall not be responsible for the acts or edicts of any Governmental Authority. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without in good faithany way limiting any of the foregoing, each Lender acknowledges that each Issuer shall have no greater responsibility in the operation of the Letters of Credit than is specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision, International Chamber of Commerce Publication No. The 500). In any foreclosure proceeding concerning any Collateral, each holder of an Obligation if bidding for its own account or for its own account and the accounts of other Lenders is prohibited from including in the amount of its bid an amount to be applied as a credit against the Obligations held by it or the Obligations held by the other Lenders; instead, such holder must bid in cash only. However, in any such foreclosure proceeding, Agent may deem and treat the payee of any Note as the holder thereof (but shall not be obligated to) submit a bid for all purposes hereof unless Lenders (including itself) in the form of a credit against the Obligations, and until a written notice Agent or its designee may (but shall not be obligated to) accept title to such Collateral for and on behalf of the assignment or transfer thereof shall have been filed with the Agentall Lenders.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder hereunder, under the Letters of Credit and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Any Loan Documents executed in favor of Agent shall be held by Agent for the ratable benefit of the Lenders. Agent ("Agent: " as used in this Section 10 shall include reference to its Affiliates and its own and its Affiliates' respective officers, shareholders, directors, employees and agents) (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Letters of Credit, and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement, the NotesLetters of Credit or any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesLetters of Credit or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement, the Letters of Credit, or any Note other Loan Document or any other document referred to or provided for herein or therein or any Property covered thereby or for any failure by the Borrower any Obligor or any other Person to perform any of its obligations hereunder or thereunder, and shall not have any duty to inquire into or pass upon any of the foregoing matters; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under the Letters of Credit or any other Loan Document except to the extent requested by the Majority Lenders; and (d) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under the Letters or Credit or any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, INCLUDING, WITHOUT LIMITATION, PURSUANT TO ITS OWN NEGLIGENCE, except for its own gross negligence or willful misconduct; (e) shall not be bound by or obliged to recognize any agreement among or between Borrower and any Lender to which Agent is not a party, regardless of whether Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to Agent in accordance with the terms of this Agreement or any other Loan Document; (g) shall not be responsible for any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, and (h) shall not be responsible for the acts or edicts of any Governmental Authority. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice way limiting any of the assignment or transfer thereof foregoing, each Lender acknowledges that each Issuer shall have been filed with no greater responsibility in the Agent.operation of the Letters of Credit than is specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision, International Chamber of Commerce Publication No. 500). In any foreclosure proceeding concerning any Collateral, each holder of an Obligation if bidding for its own account or for its own account and the accounts of other Lenders is prohibited from including in the amount of its bid an amount to be applied as a credit against the Obligations held by it or the Obligations held by the

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Credit Documents with such powers as are specifically expressly delegated to the Agent by the terms of this AgreementAgreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Document, and shall not by reason of this Agreement be a trustee for any Bank; (b) Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Document or applicable law. Neither Agent nor any Lender shall be responsible to the Banks any other Lender for any recitals, statements, representations or warranties made by Borrower or any of its Subsidiaries contained in this Agreement, the Notes, Agreement or in any certificate or other documents referred to or provided for inCredit Document, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other document referred to or provided for herein Credit Document or for any failure by the Borrower or any other Person of its Subsidiaries to perform any of its their respective obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees, agents or advisors shall be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in good faithconnection herewith or therewith, except for its or their own gross negligence or wilful misconduct. The Except as otherwise provided under this Agreement, Agent may deem and treat shall take such action with respect to the payee of any Note Credit Documents as shall be directed by the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the AgentRequired Lenders.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably (but subject to Section 10.08) appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, Agreement together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 shall include reference to its Affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and shall not by reason of this Agreement be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Notes, Agreement or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentreasonable care.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent BNY, and BNY hereby agrees, to act as its the administrative agent for such Bank hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this AgreementAgreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 shall include reference to its affiliates and to its own and its affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Loan Documents, which duties shall be purely ministerial, and shall not by reason of this Agreement or any other Loan Document be a trustee or other fiduciary for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them it under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other Loan Document or any certificate or other document referred to or provided for herein or therein or received by any of them under this Agreement or any other Loan Document or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.or

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably (subject to Section 11.08 hereof) appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes other Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this AgreementAgreement and of the other Basic Documents, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 hereof shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Basic Documents, and shall not by reason of this Agreement or any other Basic Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any other Basic Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required (except to the extent expressly required under Section 11.03 hereof) to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Basic Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the consent of the Company to such assignment or transfer (to the extent provided in Section 12.06(b) hereof).

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this Section 11 shall include reference to its affiliates and its and its affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and the Notes, and shall not by reason of this Agreement or any Note be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, Agreement or the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, Agreement or any the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any of its Subsidiaries or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; hereunder or under any Note except to the extent requested by the Majority Lenders, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any Note or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.and

Appointment, Powers and Immunities. (a) Each Lender and the Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this AgreementAgreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (awhich term as used in this sentence and in Section 12.5 and the first sentence of Section 12.6 hereof shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents) (i) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and in the other Loan Documents and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (bii) shall not be responsible to the Banks Lenders or the Bank for any recitals, statements, representations or warranties contained in this Agreement, Agreement or in any of the Notesother Loan Documents, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, Agreement or any of the Notesother Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability enforceability, perfection or sufficiency of this Agreement, any Demand Line of Credit Note or any of the other Loan Documents or any other document referred to or provided for herein or therein or for any failure by the Borrower any Loan Party or any other Person to perform any of its obligations hereunder or thereunder; (ciii) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document; and (div) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. In addition, the Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, independent public accountants or experts. The Administrative Agent may deem and treat the payee of any Demand Line of Credit Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this AgreementAgreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in SECTION 9.5 and the first sentence of SECTION 9.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities to the Lenders except those expressly set forth in this AgreementAgreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrower, or any other Person to perform any of its their obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document; and (d) shall not be responsible to the Lenders for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible to the Lenders for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably ---------------------------------- appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Credit Documents with such powers as are specifically expressly delegated to the Agent by the terms of this AgreementAgreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Document, and shall not by reason of this Agreement be a trustee for any Bank; (b) Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Document or any applicable Governmental Rule. Neither Agent nor any Lender shall be responsible to the Banks any other Lender for any recitals, statements, representations or warranties made by Borrower or any of its Subsidiaries contained in this Agreement, the Notes, Agreement or in any certificate or other documents referred to or provided for inCredit Document, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other document referred to or provided for herein Credit Document or for any failure by the Borrower or any other Person of its Subsidiaries to perform any of its their respective obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees, agents or advisors shall be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in good faithconnection herewith or therewith, except for its or their own gross negligence or willful misconduct. The Except as otherwise provided under this Agreement, Agent may deem and treat shall take such action with respect to the payee of any Note Credit Documents as shall be directed by the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the AgentRequired Lenders.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this AgreementAgreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 9.5 and the first sentence of Section 9.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrowers or any other Person to perform any of its their obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent Rabobank to act as agent on its agent behalf, and on behalf of each of its Affiliates who are owed Obligations (each such Affiliate by acceptance of the benefits of the Basic Documents hereby ratifying such appointment), hereunder and under the Notes other Basic Documents with such powers as are specifically delegated to the Agent by the terms of this AgreementAgreement and of the other Basic Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents): (a) shall not have any has no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Basic Documents, and shall not by reason of this Agreement or any other Basic Document be a trustee for any BankSecured Party; (b) shall not be responsible to the Banks any Secured Party for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any other Basic Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Basic Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note other Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower any Obligor or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Basic Document, unless so directed by the Required Banks; (d) shall not be required to act as collateral agent hereunder or otherwise be responsible for any collateral security granted in connection herewith except with respect to any collateral that cannot be perfected by filing Uniform Commercial Code financing statements and is required to be delivered to the Agent under the Basic Documents; and (de) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note Banks named in the Register as the holder thereof "Banks" hereunder for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have has been filed with the Agent.

Appointment, Powers and Immunities. Each Bank Lender, by its acceptance of the security interests granted to the Collateral Agent on its behalf hereunder, hereby irrevocably appoints and authorizes the Agent First Chicago to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Collateral Agent by the terms of this Security Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Collateral Agent (which term as used in this sentence and in Section 9.5 and the first sentence of Section 9.6 shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Security Agreement and shall not by reason of this Security Agreement be a trustee for for, or a fiduciary with respect to, any BankLender; (b) shall not be responsible to the Banks for Lenders for, or have any duty to ascertain, inquire into or verify, (i) any recitals, statements, representations or warranties contained in this Agreement, the NotesSecurity Agreement or in any notice delivered hereunder, or in any other certificate or other documents document referred to or provided for in, or received by any of them it under, this Security Agreement, the Notes, or for (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Security Agreement or any other document referred to or provided for herein or for any failure by therein, (iii) the Borrower performance or any other Person to perform observance of any of its obligations hereunder the covenants or thereunderagreements of the Debtor under this Security Agreement, (iv) the existence or possible existence of any Default, or (v) the value, sufficiency, creation, perfection or priority of any Lien on the Collateral; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible liable to the Debtor or any Lender for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for to the extent such action or inaction is determined in a final non-appealable judgment by a court of competent jurisdiction to have arisen from its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice Each of the assignment Lenders hereby agrees to assert no claim against the Collateral Agent on any agency theory or transfer thereof shall have been filed with the Agentany other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent, the Syndication Agent, the Documentation Agent, the Technical Agents, the Competitive Bid Auction Agent and each Co-Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Agent it by the terms of this AgreementAgreement or any Loan Document, together with such other powers as are reasonably incidental thereto. The Agent: (As of the Effective Date, the Co-Agents have been delegated no specific powers or responsibilities under this Agreement.) Each Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and the other Loan Documents and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bankother Agent or Lender; (b) shall not be responsible to any other Agent or the Banks Lenders (i) for the accuracy of any recitals, statements, representations or warranties contained in this Agreement, the Notes, Agreement or any Loan Document or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, or ; (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any Loan Document or any other document referred to or provided for herein herein; or (iii) for any failure by OEI, the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder except as may be expressly required under this Agreement or any other Loan Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewithLoan Document, except for its own gross negligence or willful misconduct. The Agent Agents may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Each Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the written consent of the Company to such assignment or transfer.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder hereunder, under the Letters of Credit and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent (the "Agent: " as used in this SECTION 10 shall include reference to its Affiliates and its own and its Affiliates' respective officers, shareholders, directors, employees and agents) (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Letters of Credit, and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement, the NotesLetters of Credit or any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesLetters of Credit or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement, the Letters of Credit, or any Note other Loan Document or any other document referred to or provided for herein or therein or any property covered thereby or for any failure by the Borrower any Party or any other Person to perform any of its obligations hereunder or thereunder, and shall not have any duty to inquire into or pass upon any of the foregoing matters; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under the Letters of Credit or any other Loan Document except to the extent requested by the Majority Lenders; and (d) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under the Letters or Credit or any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except INCLUDING, WITHOUT LIMITATION, PURSUANT TO ITS OWN NEGLIGENCE, EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (e) shall not be bound by or obliged to recognize any agreement among or between the Borrower or any other Party and any Lender, regardless of whether the Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to the Agent in accordance with the terms of this Agreement or any other Loan Document; (g) shall not be responsible for its own gross negligence any delay, error, omission or willful misconductdefault of any mail, telegraph, cable or wireless agency or operator, and (h) shall not be responsible for the acts or edicts of any Governmental Authority. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without in good faithany way limiting any of the foregoing, each Lender acknowledges that the Agent shall have no greater responsibility in the operation of the Letters of Credit than is specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision, International Chamber of Commerce Publication No. The 500). In any foreclosure proceeding concerning any Collateral, each holder of an Obligation if bidding for its own account or for its own account and the accounts of other Lenders is prohibited from including in the amount of its bid an amount to be applied as a credit against the Obligations held by it or the Obligations held by the other Lenders; instead, such holder must bid in cash only. However, in any such foreclosure proceeding, the Agent may deem and treat the payee of any Note as the holder thereof (but shall not be obligated to) submit a bid for all purposes hereof unless Lenders (including itself) in the form of a credit against the Obligations, and until a written notice the Agent or its designee may (but shall not be obligated to) accept title to such collateral for and on behalf of the assignment or transfer thereof shall have been filed with the Agentall Lenders.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes Financing Documents with such powers as are specifically delegated to the Agent by the terms of this Agreementthe Financing Documents, together with such other powers as are reasonably incidental theretoto such delegated powers. The Agent: (a) Agent shall not have any no duties or responsibilities except those expressly set forth in this Agreement, the Financing Documents and shall not by reason of this Agreement be a trustee for any Bank; (b) Lender. Agent shall not be responsible to the Banks Lenders (a) for any recitals, statements, representations or warranties contained in this Agreementthe Financing Documents, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreementthe Financing Documents, the Notes, or (b) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note the Financing Documents or any other document referred to or provided for herein in the Financing Documents, (c) for the collectibility of the Loan, (d) for the validity, effectiveness or value of any interest or security covered by the Security Agreement, (e) for the value of the Collateral, (f) for the validity or effectiveness of any assignment, mortgage, pledge, security agreement, financing statement, document or instrument or for the filing, recording, re-filing, continuing or re-recording of any thereof, or (g) for any failure by the Borrower or any other Person party to the Financing Documents to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewiththe Financing Documents, except that Agent shall undertake to file continuation statements for the financing statements filed naming Agent as secured party. In all its own gross negligence or willful misconduct. The actions and duties, Agent may employ agents and attorneys-in-fact and shall not be responsible answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them under the Financing Documents or in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed connection with the AgentFinancing Documents except for its or their own gross negligence or willful misconduct.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent BNY, and BNY hereby agrees, to act as its the administrative agent for such Bank hereunder and under the Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 shall include reference to its Affiliates and to its own and its affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and the other Loan Documents, which duties shall be purely ministerial, and shall not by reason of this Agreement be a trustee or other fiduciary for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them it under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any certificate or other document referred to or provided for herein or therein or received by any of them under this Agreement or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunderhereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its their own gross negligence or willful misconductmisconduct and (e) shall not be required under any circumstances to take any action that, in its judgment, (i) is contrary to any provision of this Agreement, any other Loan Document or any certificate or other document referred to or provided for in or received by it or the Banks under this Agreement or any other Loan Document, (ii) is contrary to Applicable Law or (iii) would expose it to any Liability or expense against which it has not been indemnified to its satisfaction. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank U.S. Lender hereby irrevocably appoints and authorizes the U.S. Administrative Agent to act as its agent hereunder hereunder, under the U.S. Letters of Credit and under the Notes other Loan Documents with such powers as are specifically delegated to the U.S. Administrative Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Each Canadian Lender hereby irrevocably appoints and authorizes the Canadian Agent to act as its agent hereunder, under the Canadian Letters of Credit and under the other Loan Documents with such powers as are specifically delegated to the Canadian Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental thereto. Any Loan Documents executed in favor of any Agent shall be held by such Agent for the ratable benefit of the applicable Lenders. Neither of the Agents ("Agents" as used in this Article IX shall include reference to their Affiliates and their own and their Affiliates' respective officers, shareholders, directors, employees and agents) (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Letters of Credit, and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement, the NotesLetters of Credit or any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesLetters of Credit or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement, the Letters of Credit, or any Note other Loan Document or any other document referred to or provided for herein or therein or any property covered thereby or for any failure by the Borrower any Obligor or any other Person to perform any of its obligations hereunder or thereunder, or shall have any duty to inquire into or pass upon any of the foregoing matters; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under the Letters of Credit or any other Loan Document except to the extent requested and adequately indemnified by the Majority Lenders; and (d) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under the Letters or Credit or any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, including, without limitation, pursuant to its own negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct; (e) shall be bound by or obliged to recognize any agreement among or between either Borrower and any Lender to which such Agent is not a party, regardless of whether such Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall be charged with notice or knowledge of any fact or information not herein set out or provided to such Agent in accordance with the terms of this Agreement or any other Loan Document; (g) shall be responsible for any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, and (h) shall be responsible for the acts or edicts of any Governmental Authority. The Either Agent may employ agents and attorneys-in-fact and neither of the Agents shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice way limiting any of the assignment or transfer thereof foregoing, each Lender acknowledges that none of the Agents (nor any Issuer) shall have been filed with greater responsibility in the Agentoperation of the Letters of Credit than is specified in the UCP.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder under this Agreement and under the Notes other Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this AgreementAgreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 10.5 and the first sentence of Section 10.6 hereof shall include its affiliates and its own and its affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, Agreement and shall not by reason of this Agreement be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreement, the Notesrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notesany Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Person; (d) shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (de) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewithwith any Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithwith reasonable care. The Agent may deem Co-Arrangers and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof Syndication Agents shall have been filed with the Agentno responsibilities under this Agreement other than as a Lender.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent NationsBank, N.A. to act as its agent hereunder under this Agreement and under the Notes other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this AgreementAgreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 13.5 and the first sentence of Section 13.6 hereof shall include its Affiliates (including NationsBanc Xxxxxxxxxx Securities, Inc). and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Loan Documents and shall not by reason of this Agreement be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreement, the Notesrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notesany Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower any Obligated Party or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Obligated Party or the satisfaction of any condition or to inspect the property (including the books and records) of any Obligated Party or any of its Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (de) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewithwith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentreasonable care.

Appointment, Powers and Immunities. Each Bank holder of a Loan Certificate hereby irrevocably appoints and authorizes the Agent Nord/LB to act as its agent Agent hereunder and under the Notes other Operative Documents with such powers as are specifically delegated to the Agent by the terms of this AgreementAgreement and of the other Operative Documents, together with such other powers as are reasonably incidental thereto. Nord/LB accepts such appointment. The Agent: Agent (awhich term as used in this sentence and in Section 19(d) and the first sentence of Section 19(e) hereof shall include reference to Nord/LB’s affiliates and its own and its affiliates’ officers, directors, employees and agents): (i) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Operative Documents, and shall not by reason of this Agreement or any other Operative Document be a trustee for any Bankholder of a Loan Certificate; (bii) shall not be responsible to the Banks holder of a Loan Certificates for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any other Operative Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Operative Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Loan Certificate or any other Operative Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person person to perform any of its obligations hereunder or thereunder; (ciii) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Operative Document; and (div) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Operative Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents agent or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Credit Documents with such powers as are specifically expressly delegated to the Agent by the terms of this AgreementAgreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Document, and shall not by reason of this Agreement be a trustee for any Bank; (b) Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Document or any applicable Governmental Rule. Neither Agent nor any Lender shall be responsible to the Banks any other Lender for any recitals, statements, representations or warranties made by Borrowers or any of their Subsidiaries contained in this Agreement, the Notes, Agreement or in any certificate or other documents referred to or provided for inCredit Document, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other document referred to or provided for herein Credit Document or for any failure by the Borrower Borrowers or any other Person of their Subsidiaries to perform any of its their respective obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees, agents or advisors shall be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in good faithconnection herewith or therewith, except for its or their own gross negligence or willful misconduct. The Except as otherwise provided under this Agreement, Agent may deem and treat shall take such action with respect to the payee of any Note Credit Documents as shall be directed by the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the AgentRequired Lenders.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder hereunder, under the Letters of Credit and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent (the "Agent: " as used in this Section 10 shall include reference to its Affiliates and its own and its Affiliates' respective officers, shareholders, directors, employees and agents) (a) shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement, the NotesLetters of Credit or any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesLetters of Credit or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement, the Letters of Credit, or any Note other Loan Document or any other document referred to or provided for herein or therein or any property covered thereby or for any failure by the Borrower any Party or any other Person to perform any of its obligations hereunder or thereunder, and shall not have any duty to inquire into or pass upon any of the foregoing matters; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under the Letters of Credit or any other Loan Document except to the extent requested by the Majority Lenders; and (d) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under the Letters or Credit or any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, including, without limitation, pursuant to its own negligence, except for its own gross negligence or willful misconduct; (e) shall not be bound by or obliged to recognize any agreement among or between the Borrower and any Lender, regardless of whether the Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to the Agent in accordance with the terms of this Agreement or any other Loan Document; (g) shall not be responsible for any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, and (h) shall not be responsible for the acts or edicts of any Governmental Authority. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without in good faithany way limiting any of the foregoing, each Lender acknowledges that the Agent shall have no greater responsibility in the operation of the Letters of Credit than is specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision, International Chamber of Commerce Publication No. The 500). In any foreclosure proceeding concerning any Collateral, each holder of an Obligation if bidding for its own account or for its own account and the accounts of other Lenders is prohibited from including in the amount of its bid an amount to be applied as a credit against the Obligations held by it or the Obligations held by the other Lenders; instead, such holder must bid in cash only. However, in any such foreclosure proceeding, the Agent may deem and treat the payee of any Note as the holder thereof (but shall not be obligated to) submit a bid for all purposes hereof unless Lenders (including itself) in the form of a credit against the Obligations, and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this AgreementAgreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in SECTION 9.5 and the first sentence of SECTION 9.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its their obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Credit Documents with such powers as are specifically expressly delegated to the Agent by the terms of this AgreementAgreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent: (a) Agent shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement or in any other Credit Document, and shall not by reason of this Agreement be a trustee for any Bank; (b) Lender or have any fiduciary duty to any Lender. Notwithstanding anything to the contrary contained herein Agent shall not be required to take any action which is contrary to this Agreement or any other Credit Document or any applicable Governmental Rule. Neither Agent nor any Lender shall be responsible to the Banks any other Lender for any recitals, statements, representations or warranties made by any Borrower or any of its Subsidiaries contained in this Agreement, the Notes, Agreement or in any certificate or other documents referred to or provided for inCredit Document, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note Agreement or any other document referred to or provided for herein Credit Document or for any failure by the any Borrower or any other Person of its Subsidiaries to perform any of its their respective obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees, agents or advisors shall be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Credit Document or in good faithconnection herewith or therewith, except for its or their own gross negligence or willful misconduct. The Except as otherwise provided under this Agreement, Agent may deem and treat shall take such action with respect to the payee of any Note Credit Documents as shall be directed by the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the AgentRequired Lenders.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder hereunder, under the Letters of Credit and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Any Loan Documents executed in favor of Agent shall be held by Agent for the ratable benefit of the Lenders. Agent ("Agent: " as used in this Section 10 shall include reference to its Affiliates and its own and its Affiliates' respective officers, shareholders, directors, employees and agents) (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Letters of Credit, and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks any Lender for any recitals, statements, representations or warranties contained in this Agreement, the NotesLetters of Credit or any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesLetters of Credit or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, execution, filing, registration, collectibility, recording, perfection, existence or sufficiency of this Agreement, the Letters of Credit, or any Note other Loan Document or any other document referred to or provided for herein or therein or any Property covered thereby or for any failure by the Borrower any Obligor or any other Person to perform any of its obligations hereunder or thereunder, and shall not have any duty to inquire into or pass upon any of the foregoing matters; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under the Letters of Credit or any other Loan Document except to the extent requested by the Majority Lenders; and (d) shall not be responsible for any mistake of law or fact or any action taken or omitted to be taken by it hereunder or under the Letters or Credit or any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, including, without limitation, pursuant to its own negligence, except for its own gross negligence or willful misconduct; (e) shall not be bound by or obliged to recognize any agreement among or between Borrower and any Lender to which Agent is not a party, regardless of whether Agent has knowledge of the existence of any such agreement or the terms and provisions thereof; (f) shall not be charged with notice or knowledge of any fact or information not herein set out or provided to Agent in accordance with the terms of this Agreement or any other Loan Document; (g) shall not be responsible for any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator; and (h) shall not be responsible for the acts or edicts of any Governmental Authority. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Without in good faithany way limiting any of the foregoing, each Lender acknowledges that Agent shall have no greater responsibility in the operation of the Letters of Credit than is specified in the Uniform Customs and Practice for Documentary Credits (1993 Revision, International Chamber of Commerce Publication No. The 500). In any foreclosure proceeding concerning any collateral, each holder of an Obligation if bidding for its own account or for its own account and the accounts of other Lenders is prohibited from including in the amount of its bid an amount to be applied as a credit against the Obligations held by it or the Obligations held by the other Lenders; instead, such holder must bid in cash only. However, in any such foreclosure proceeding, Agent may deem and treat the payee of any Note as the holder thereof (but shall not be obligated to) submit a bid for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.Lenders (including itself)

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder under this Agreement and under the Notes other Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this AgreementAgreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 9.5 and the first sentence of Section 9.6 hereof shall include its affiliates and its own and its affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, Agreement and shall not by reason of this Agreement be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreement, the Notesrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notesany Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any Person or the satisfaction of any condition or to inspect the property (including the books and records) of any Person; (d) shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (de) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewithwith any Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentreasonable care.

Appointment, Powers and Immunities. Each Bank hereby irrevocably (but subject to Section 10.08 hereof) appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement, Agreement together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 10.05 and the first sentence of Section 10.06 hereof shall include reference to its Affiliates and its own and its affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, Agreement and shall not by reason of this Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes, Agreement or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentreasonable care.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Agent by the terms of this AgreementAgreement and the Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreementthe Loan Documents, and shall not by reason of this Agreement the Loan Documents be a trustee or fiduciary for any Bank; (b) makes no representation or warranty to any Bank and shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by the Borrower Company or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunderthereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Company, its Subsidiaries or any other obligor; (c) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewithherewith including its own ordinary negligence, except for its own gross negligence or willful wilful misconduct. The Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.the

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Administrative Agent by the terms of this AgreementAgreement and the Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 11.5 hereof and the first sentence of Section 11.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, Agreement or any of the Notesother Loan Documents, or in any certificate or other documents instrument, document or agreement referred to or provided for in, or received by any of them under, this Agreement, Agreement or any of the Notesother Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any of the other document referred to or provided for herein Loan Documents or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) subject to Section 11.3 hereof, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other agreement, document or instrument referred to or provided for herein or in connection herewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until the Administrative Agent receives a written notice of the assignment or transfer thereof shall have been filed complying with the Agentterms and conditions of Section 12.3 hereof.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent and the Documentation Agent (each an "Agent" and, collectively, the "Agents") to act as its agent agents hereunder and under the Notes other Credit Documents with such powers as are specifically delegated to the Administrative Agent and the Documentation Agent, as the case may be, by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Each Agent (which term as used in this sentence and in Section 8.5 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement or in any of the Credit Documents, and shall not by reason of this Agreement be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, Agreement or any of the Notes, or other documents in any certificate or any of the other documents referred to or provided for in, Credit Documents or received by any of them under, this Agreement, Agreement or any of the Notesother Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Note or any of the other document referred to or provided for herein Credit Documents or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder, or for the satisfaction of any condition precedent specified in Section 4 hereof; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any of the other document or instrument referred to or provided for herein or in connection herewithCredit Documents, except for its own gross negligence or willful misconduct. The Without limiting the generality of the foregoing, each Agent shall be conclusively entitled to assume that the conditions precedent set forth in Section 4.1 hereof have been satisfied unless the Administrative Agent has received written notice from a Bank referring to the relevant Section and stating that the relevant condition has not been satisfied or unless the certificate furnished by the Borrower pursuant thereto so indicates. Each Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder under this Agreement and under the Notes other Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this AgreementAgreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 9.5 and the first sentence of Section 9.6 hereof shall include its Affiliates and its own and its Affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement, Agreement and shall not by reason of this Agreement be a trustee or fiduciary for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreement, the Notesrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notesany Loan Document, or for the value, validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreementany Loan Document, any Note or any other document referred to or provided for herein therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by Borrower or the satisfaction of any condition or to inspect the property (including the books and records) of Borrower or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (de) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewithwith any Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentreasonable care.

Appointment, Powers and Immunities. Each Bank Lender hereby ---------------------------------- irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreementhereof and thereof, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this Section 12 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunder; hereunder or under any other Loan Document except to the extent requested by the Majority Lenders, and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentreasonable care.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this AgreementAgreement and of the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 9.5 and the first sentence of Section 9.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Borrower, or any other Person to perform any of its their obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes with such powers as are specifically delegated to the Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (a) shall not have any no duties or responsibilities except those expressly set forth in this Agreement, and shall not by reason of this Agreement be a trustee or fiduciary for any BankLender; (b) makes no representation or warranty to any Lender and shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Notes, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the Notes, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note or any other document referred to or provided for herein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunderthereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Subsidiaries or any other obligor or guarantor; (c) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection herewithherewith including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents agents, accountants, attorneys and attorneys-in-fact experts and shall not be responsible for the negligence or misconduct of any such agents agents, accountants, attorneys or attorneys-in-fact experts selected by it in good faithfaith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys or experts. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank Lender hereby irrevocably (but subject to removal by the Required Lenders pursuant to Section 12.8.) appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Credit Documents with such powers as are specifically delegated to the Agent by the terms of this AgreementAgreement and of the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Agent: Agent (which term as -82- 92 used in this sentence and in Section 12.5. and the first sentence of Section 12.6. shall include its Affiliates, officers, directors, employees and agents and its Affiliates' respective officers, directors, employees and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this AgreementAgreement and in the other Credit Documents, and shall not by reason of this Agreement or any other Credit Document be a trustee for any BankLender; (b) shall not be responsible to the Banks Lenders for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any other Credit Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Credit Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note other Credit Document or any other document referred to or provided for herein or therein or for any failure by the Borrower Company or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Credit Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Credit Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this AgreementAgreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the Agent: , the Co-Agent, nor any of their respective Affiliates, officers, directors, employees, attorneys or agents shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with this Agreement or any of the other Loan Documents except for its or their own gross negligence or willful misconduct or the wrongful failure of the Agent or Co-Agent, in their capacities as a Bank, to fund their own respective Commitment pursuant to the terms of this Agreement. Without limiting the generality of the preceding sentence, the Agent (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) shall not have any no duties or responsibilities except those expressly set forth in this AgreementAgreement and the other Loan Documents, and shall not by reason of this Agreement or any other Loan Document be a trustee or fiduciary for any Bank; (bc) shall not be required to initiate any litigation or collection proceedings hereunder or under any other Loan Document except to the extent requested by the Required Banks; (d) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person to perform any of its obligations hereunder or thereunder; (ce) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (d) shall not be responsible liable for any action taken or omitted to be taken in good faith by it hereunder in accordance with the advice of such counsel, accountants or experts; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other document instrument or instrument referred writing reasonably believed by it to be genuine and signed or sent by the proper party or parties. As to any matters not expressly provided for herein by this Agreement, the Agent shall in all cases be fully protected in acting, or in connection herewithrefraining from acting, except for its own gross negligence hereunder in accordance with instructions signed by the Required Banks, and such instructions of the Required Banks and any action taken or willful misconduct. The failure to act pursuant thereto shall be binding on all of the Banks; provided, however, that the Agent may employ agents and attorneys-in-fact and shall not be responsible for required to take any action which exposes the negligence Agent to liability or misconduct of which is contrary to this Agreement or any such agents other Loan Document or attorneys-in-fact selected by it in good faith. The Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agentapplicable law.

Appointment, Powers and Immunities. Each Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Notes other Loan Documents with such powers as are specifically delegated to the such Administrative Agent by the terms of this AgreementAgreement and of the other Loan Documents, to which such Administrative Agent is a party, together with such other powers as are reasonably incidental thereto. The Agent: Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 hereof shall include reference to its Affiliates and its own and its Affiliates’ officers, directors, employees and agents): (a) shall not have any no duties or responsibilities (including fiduciary or implied duties) except those expressly set forth in this AgreementAgreement and in the other Loan Documents, to which such Administrative Agent is a party, and shall not by reason of this Agreement or any other Loan Document be a trustee for any Bank; (b) shall not be responsible to the Banks for any recitals, statements, representations or warranties contained in this Agreement, the NotesAgreement or in any other Loan Document, or in any certificate or other documents document referred to or provided for in, or received by any of them under, this Agreement, the NotesAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any collateral security provided for by any of the Security Documents, or of this Agreement, any Note or any other Loan Document or any other document referred to or provided for herein or therein, or for any failure by the Borrower Borrower, any other Obligor or any other Person to perform any of its obligations hereunder or thereunder; (c) shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Loan Document; and (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewithherewith or therewith, except for its own gross negligence or willful misconduct; and (e) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights or powers expressly contemplated by this Agreement and the other Loan Documents that the Administrative Agent is required to exercise following its receipt of written instructions from the Majority Banks, as the case may be, in accordance with the provisions of this Agreement and the other Loan Documents. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. 91 The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent, together with the consent of the Borrower to such assignment or transfer (to the extent provided in Section 12.06(b) hereof).