Common use of Appointment, Powers and Immunities Clause in Contracts

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder 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; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section SECTION 11.05 and the first sentence of Section SECTION 11.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 any of the Borrower Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section SECTION 11.07 shall not be required to initiate or conduct any litigation or of collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 any of the Borrower Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or of collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 any of the Borrower Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or of collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Security Instruments other Credit Documents with such powers as are specifically expressly delegated to the Agent by the terms of this Agreement and the Security Instrumentsother Credit Documents, together with such other powers as are reasonably incidental thereto. The 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): (i) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement or in any other Credit Document, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation Lender or warranty have any fiduciary duty to any Lender and 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 Lenders any other Lender for any recitals, statements, representations or warranties made by FIL, Borrower or any other Guarantor contained in this Agreement, Agreement or in any certificate or other document referred to or provided for inCredit Document, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, legality, 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 FIL, Borrower or any other Person (other than the Agent) Guarantor to perform any of its their respective obligations hereunder or thereunder 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; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; thereunder. Agent may employ agents and (iv) 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 document or instrument referred to or provided for herein Credit Document or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or willful misconduct. The Except as otherwise provided under this Agreement, Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any take such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant respect to the terms of Credit Documents as shall be directed by the Loan DocumentsRequired Lenders.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. LaSalle is hereby appointed Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 16.5 and the first sentence of Section 11.06 16.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, legality, 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 (other than the Agent) to perform any of its obligations hereunder or thereunder or the validity; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Covered Person or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, the any Covered Person or any of its Subsidiaries or any other obligor or guarantoraffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) 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 including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.

Appointment, Powers and Immunities. Each of WFF and CPC is hereby appointed as Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes the each Administrative Agent jointly and severally, to act as its agent hereunder under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Agent Administrative Agents by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Each Administrative Agent (which term as used in this sentence and in Section 11.05 19.5 and the first sentence of Section 11.06 19.6 shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, attorneysrepresentatives, accountants, experts and agents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, legality, 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 (other than the Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Covered Person or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, the any Covered Person or any of its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 unless directed in writing by Required Lenders, shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document (other than normal collection procedures from the Lockboxes); and (ive) 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 including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Each Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentssuch other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 8.05 and the first sentence of Section 11.06 8.06 shall include reference to its Affiliates and its and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by the either Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existenceexistence or value of, value, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the BorrowerCompany, the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 Administrative Agent may deem and treat the payee of named in 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 Administrative Agent. The Administrative Agent is authorized to release any cash collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsthis Agreement.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent Agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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 agentsAgents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 collateral, or subordinate any Lien on any collateral, that is permitted to be sold or otherwise disposed of or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 AgentAgent and consented to by Agent and the Borrower (which consent shall not be unreasonably withheld). The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 thereunder 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; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Security Instruments other Credit Documents with such powers as are specifically expressly delegated to the Agent by the terms of this Agreement and the Security Instrumentsother Credit Documents, together with such other powers as are reasonably incidental thereto. The 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): (i) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement or in any other Credit Document, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation Lender or warranty have any fiduciary duty to any Lender and 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 Lenders any other Lender for any recitals, statements, representations or warranties made by Borrower contained in this Agreement, Agreement or in any certificate or other document referred to or provided for inCredit Document, or received by any of them under, this Agreement, 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 Credit Document or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder 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; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; thereunder. Agent may employ agents and (iv) 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 Agent with reasonable care. Neither the Agent or its directors, officers, employees or agents shall be responsible to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other document or instrument referred to or provided for herein Credit Document or in connection herewith including its own ordinary negligenceor 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 Credit Documents as shall be directed by the Majority Lenders. The Agent may employ agentsshall promptly furnish to each Lender copies of all material documents, accountantsreports, attorneys certificates, financial statements and experts and notices furnished to Agent by Borrower; provided, however, that Agent shall not be responsible liable to any Lender for the its failure to provide copies of such material documents, reports, certificates, financial statements and notices unless such failure constitutes gross negligence or willful misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to act as take such actions on its agent hereunder behalf and under the Security Instruments with to exercise such powers as are specifically delegated to the Administrative Agent by the terms hereof and of this Agreement and the Security Instrumentsother Operative Documents, together with such other actions and powers as are reasonably incidental thereto. The 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 and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall not have no any duties or responsibilities obligations except those expressly set forth herein and in the Loan other Operative Documents. Without limiting the generality of the foregoing (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Operative Document that the Administrative Agent is required to exercise in writing by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.01), and (c) except as expressly set forth herein or in the other Operative Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Credit Parties or any of their Subsidiaries that is communicated to or obtained by reason the bank serving as Administrative Agent or any of the Loan Documents be a trustee or fiduciary for its Affiliates in any Lender; (ii) makes no representation or warranty to any Lender and capacity. The Administrative Agent shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder 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; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible liable for any action taken or omitted to be not taken by it hereunder with the consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under any other document or instrument referred to or the circumstances as provided for herein in Section 9.01) or in connection herewith including its own ordinary negligence, except for the absence of its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys perform any and experts all its duties and shall not be responsible for exercise its rights and powers by or through any one or more sub agents appointed by the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 Administrative Agent. The Administrative Agent is authorized and any such sub agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Article VIII shall apply to release any collateral that is permitted to be sold or released pursuant such sub agent and to the terms Related Parties of the Loan DocumentsAdministrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement or in any other Credit Document, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation Lender or warranty have any fiduciary duty to any Lender and Lender. Notwithstanding anything to the contrary contained herein, the Administrative 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 the Administrative Agent nor any Lender shall be responsible to the Lenders any other Lender for any recitals, statements, representations or warranties made by any Loan Party contained in this Agreement, Agreement or in any certificate or other document referred to or provided for inCredit Document, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, legality, 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 (other than the Agent) Loan Party to perform any of its obligations hereunder or thereunder 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; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; thereunder. The Administrative Agent may each employ agents and (iv) 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 the Administrative Agent nor any of their respective 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 document or instrument referred to or provided for herein Credit Document or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or willful misconduct. The Except as otherwise provided under this Agreement, the Administrative Agent may employ agents, accountants, attorneys and experts and shall not take such action with respect to the Credit Documents as shall be responsible for directed by the negligence Required Lenders. If Administrative Agent seeks the consent or misconduct approval of any such agents, accountants, attorneys Lender to the taking or experts selected by it in good faith or refraining from taking any action taken or omitted hereunder, then Administrative Agent shall send notice thereof 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 that is permitted to be sold or released pursuant to the terms of the Loan Documentseach Lender.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent Xxxxx Fargo to act as its administrative agent hereunder and under the Security Instruments Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the Administrative Agent nor any 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 each of their Affiliates and its and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no any duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no any representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for inherein, or received by any of them under, this Agreement, 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 Agentitself) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Borrower and its Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 11.07, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligenceINCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and hereunder, under the Security Instruments Documents and the other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreement Agreement, the Security Documents and the Security Instruments, other Loan Documents together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in this Agreement, the Security Documents and the other Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and . The Agent shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Security Documents, or the other Loan Documents, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, the Security Documents or the other Loan Documents, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note the Security Documents, 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 any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder here-under or thereunder under the other Loan Documents. Agent may employ agents and attorneys-in-fact and shall only be answerable, including as to money or securities received by it or its authorized agents, for the existence, value, perfection or priority gross negligence and/or willful misconduct of any collateral security such agents or the financial attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees or other condition of the Borrower, the Subsidiaries agents shall be liable or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder or them hereunder, under any the Security Documents or the other document or instrument referred to or provided for herein Loan Documents or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or negligence, willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct breach of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documentsthis Agreement.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentssuch other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 8.05 and the first sentence of Section 11.06 8.06 shall include reference to its Affiliates and its and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note other Loan 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 (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existenceexistence or value of, value, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the BorrowerCompany, the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 Administrative Agent may deem and treat the payee of named in 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 Administrative Agent. The Administrative Agent is authorized to release any cash collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsthis Agreement.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Credit Documents with such powers as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Credit Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement or in any other Credit Document, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation Lender or warranty have any fiduciary duty to any Lender and Lender. Notwithstanding anything to the contrary contained herein the Administrative 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 the Administrative Agent nor any Lender shall be responsible to the Lenders any other Lender for any recitals, statements, representations or warranties made by any Loan Party contained in this Agreement, Agreement or in any certificate or other document referred to or provided for inCredit Document, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, legality, 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 (other than the Agent) Loan Party to perform any of its obligations hereunder or thereunder 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; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; thereunder. The Administrative Agent may employ agents and (iv) 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 the Administrative 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 document or instrument referred to or provided for herein Credit Document or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or willful misconduct. The Except as otherwise provided under this Agreement, the Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any take such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant respect to the terms of Credit Documents as shall be directed by the Loan DocumentsRequired Lenders.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement, and shall not by reason of the Loan Documents this Agreement be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby ----------------------------------- irrevocably appoints and authorizes the Agent NationsBank to act as its agent hereunder under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 14.5 and the first sentence of Section 11.06 14.6 hereof ------------ ------------ shall include reference to its Affiliates (including NationsBanc Xxxxxxxxxx Securities LLC) and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, legality, 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 Loan Party or any other Person (other than the Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Loan Party or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, the Subsidiaries any Loan Party or any other obligor or guarantorof its Affiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) 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 including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in- fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents, but only to the extent such Affiliate or Person is acting on behalf of the Administrative Agent): (ia) shall have no duties or responsibilities except those expressly set forth herein or in the Loan DocumentsNotes, and shall not by reason hereof or by reason of the Loan Documents Notes be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 Administrative Agent) to perform any of its obligations hereunder or thereunder 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; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms hereof or of the Loan DocumentsNotes.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent Agents to act as its agent hereunder and under the Security Instruments Loan Documents with such powers as are specifically delegated to the Agent Agents by the terms of this Agreement and the Security InstrumentsLoan Documents, together with such other powers as are reasonably incidental thereto. The Agent Each of the Agents (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 their Affiliates and its and its their Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 Loan Document or for any failure by the Borrower Obligors or any other Person (other than the such Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the BorrowerObligors, the their Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent Agents may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 Agents 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 U.S. Agent. The Agent Each of the Agents is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence -71- 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): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent Xxxxx Fargo to act as its administrative agent hereunder and under the Security Instruments Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the 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 each of their Affiliates and its and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and agents): ) nor any agent: (ia) shall have no any duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no any representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for inherein, or received by any of them under, this Agreement, 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 Agentitself) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Borrower and its Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 11.07, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligenceINCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments any other Loan Document with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsany other Loan Document, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor obliger or guarantor; (iii) except pursuant to Section 11.07 11.07, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 herewith, including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral or Guarantor that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Credit Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the Security Instrumentsother Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 10.05 hereof and the first sentence of Section 11.06 10.06 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the Loan other Credit Documents, and shall not by reason of the Loan Documents this Agreement or any other Credit Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be CREDIT AGREEMENT responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, any other Credit Document or in any other document referred to herein, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or any other Credit Document, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note or any other Credit Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Credit Document; and (ivd) 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 expertsfaith. 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 permitted hereunder shall have been filed with the Administrative Agent. The Agent is authorized , together with the consent of the Borrower to release any collateral that is permitted to be sold such assignment or released pursuant transfer (to the terms of the Loan Documentsextent provided in Section 11.06(b) hereof).

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentssuch other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 8.05 and the first sentence of Section 11.06 8.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by the either Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existenceexistence or value of, value, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the BorrowerCompany, the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 Administrative Agent may deem and treat the payee of named in 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 Administrative Agent. The Administrative Agent is authorized to release any cash collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsthis Agreement.

Appointment, Powers and Immunities. Each Lender Bank hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Security Instruments other Credit Documents with such powers as are specifically expressly delegated to the Agent by the terms of this Agreement and the Security Instrumentsother Credit Documents, together with such other powers as are reasonably incidental thereto. The 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): (i) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement or in any other Credit Document, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation Bank or warranty have any fiduciary duty to any Lender and Bank. 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 shall be responsible to the Lenders Agent or any other Bank for any recitals, statements, representations or warranties made by Borrower contained in this Agreement, Agreement or in any certificate or other document referred to or provided for inCredit Document, or received by any of them under, this Agreement, 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 Credit Document or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder 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; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; thereunder. Agent may employ agents and (iv) attorneys-in-fact and shall not be responsible to any Bank for the negligence or misconduct of any such agents or attorneys-in-fact selected by them with reasonable care. None of Agent or its directors, officers, employees or agents shall be responsible to any Bank for any action taken or omitted to be taken by it or them hereunder or under any other document or instrument referred to or provided for herein Credit Document or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or willful misconduct. The Except as otherwise provided under this Agreement, Agent may employ agentsshall take such action with respect to the Credit Documents as shall be directed by the Majority Banks. Agent shall promptly furnish to each Bank copies of all material documents, accountantsreports, attorneys certificates, financial statements and experts and notices furnished to Agent by Borrower; provided, however, that Agent shall not be responsible liable to any Bank for the its failure to provide copies of such material documents, reports, certificates, financial statements and notices unless such failure constitutes gross negligence or willful misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the The Chase Manhattan Bank, as Domestic Administrative Agent and The Chase Manhattan Bank of Canada, as Canadian Administrative Agent, to act as its agent agents hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Agent such Agents by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Agent Arranger, in such capacity, shall not have any duties or responsibilities or incur any liabilities under the Loan Documents. 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 and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement, and shall not by reason of the Loan Documents this Agreement be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders any Lender for any recitals, statements, representations representations, or warranties contained in this Agreement, any other Loan Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability enforceability, or sufficiency of this AgreementAgreement or any other Loan Document, any Note or any other document referred to or provided for herein or for any failure by the any Borrower or any other Person (other than the such Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection perfection, or priority of any collateral security security, or the financial or other condition of the Borrower, the Subsidiaries any Borrower or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 SECTION 8.7, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 Loan Document, including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Each Agent may employ agents, accountants, attorneys attorneys, and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys attorneys, or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agents, accountants, attorneys attorneys, or experts. The Each Agent may deem and treat the payee of any Note Advance 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 Domestic Administrative Agent (who shall provide notice to Canadian Administrative Agent. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents).

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 SECTION 11.04 and the first sentence of Section 11.06 SECTION 11.05 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and administrative agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in the Loan Documents, this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, the Loan Documents, 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 Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 SECTION 11.06 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ administrative agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such administrative agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such administrative agents, accountants, attorneys or experts. The Administrative Agent shall not be required to expend or risk its own funds or otherwise incur personal financial liability in the performance of its duties hereunder. 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. LaSalle is hereby appointed Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 18.5 and the first sentence of Section 11.06 18.6 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, legality, 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 (other than the Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Covered Person or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, the any Covered Person or any of its Subsidiaries or any other obligor or guarantoraffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) 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 including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it with reasonable care. Each Lender hereby authorizes LaSalle, in good faith its capacity as Administrative Agent hereunder, to execute the Intercreditor Agreement in connection with the issuance by Borrower of Parity Debt. Notwithstanding the foregoing, the Administrative Agent shall not be obligated to execute the Intercreditor Agreement or any action taken other document or omitted instrument related 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 Parity Debt on behalf of the assignment or transfer thereof permitted hereunder shall have been filed with the Agent. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsother Lenders.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent Chase to act as its administrative agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Each Lender hereby irrevocably appoints BTC to be its syndication agent hereunder. Neither the Administrative Agent, the Syndication Agent nor the Arrangers (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 each of their Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no any duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no any representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for inherein, or received by any of them under, this Agreement, 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 Agentitself) to perform any of its obligations hereunder or thereunder 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; (iii) except pursuant to Section 11.07 11.07, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby ---------------------------------- irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 any of the Borrower Obligors or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. LaSalle is hereby appointed Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 16.5 and the first sentence of Section 11.06 16.6 hereof shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, legality, 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 (other than the Agent) to perform any of its obligations hereunder or thereunder or the validity; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Covered Person or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, the any Covered Person or any of its Subsidiaries or any other obligor or guarantoraffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) 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 including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentssuch other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 8.05 and the first sentence of Section 11.06 8.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note other Loan Document 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 (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existenceexistence or value of, value, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the BorrowerCompany, the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 Administrative Agent may deem and treat the payee of named in 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 Administrative Agent. The Administrative Agent is authorized to release any collateral Collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and hereunder, under the Security Instruments Documents and the other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreement Agreement, the Security Documents and the Security Instruments, other Loan Documents together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in this Agreement, the Security Documents and the other Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and . The Agent shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Security Documents, or the other Loan Documents, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, the Security Documents or the other Loan Documents, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note the Security Documents, 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 any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations 30 hereunder or thereunder or for under 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; (iii) except pursuant to Section 11.07 Loan Documents. Agent may employ agents and attorneys-in-fact and shall not be required answerable, except as to initiate money or conduct securities received by it or its authorized agents, for the negligence or misconduct of any litigation such agents or collection proceedings hereunder; and (iv) attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees or agents shall not be liable or responsible for any action taken or omitted to be taken by it hereunder or them hereunder, under any the Security Documents or the other document or instrument referred to or provided for herein Loan Documents or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or negligence, willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct breach of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documentsthis Agreement.

Appointment, Powers and Immunities. Each Lender Bank and the Swingline Bank hereby irrevocably (subject to Section 10.08 hereof) appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and of the Security Instrumentsother Basic Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 10.05 and the first sentence of Section 11.06 10.06 hereof shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the Loan other Basic Documents, and shall not by reason of the Loan Documents this Agreement or any other Basic Document be a trustee or fiduciary for any LenderBank or the Swingline Bank; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Banks or the Swingline Bank for any recitals, statements, representations or warranties contained in this AgreementAgreement or in any other Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or any other Basic Document, or for the value, validity, effectiveness, genuineness, execution, legality, 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 (other than the Agent) to perform any of its obligations hereunder or thereunder 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Basic Credit Agreement Document; and (ivd) 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct; and (e) shall not be responsible to the Company, the Banks or the Swingline Bank for (i) determining whether or not any of the transactions contemplated hereby qualifies as a highly leveraged transaction ("HLT") as defined by any bank regulatory authority, (ii) notifying the Banks or the Swingline Bank regarding the HLT status of any transaction contemplated hereby or of any change in that status or (iii) the correctness of any determination as to HLT status. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 expertsfaith. 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 permitted hereunder shall have been filed with the Administrative Agent. The Agent is authorized , together with the consent of the Company to release any collateral that is permitted to be sold such assignment or released pursuant transfer (to the terms of the Loan Documentsextent provided in Section 11.06(b) hereof).

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or - 62 - collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes each of the Agent and the Cash Management Agent to act as its agent hereunder and under the Security Instruments other Basic Documents with such powers as are specifically delegated to the Agent and the Cash Management Agent, respectively, by the terms of this Agreement and of the Security Instrumentsother Basic Documents, together with such other powers as are reasonably incidental thereto. The Each of the Agent and the Cash Management 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, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and in the Loan other Basic Documents, and shall not by reason of the Loan Documents this Agreement or any other Basic Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this AgreementAgreement or in any other Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or any other Basic Document, or for the value, validity, effectiveness, genuineness, execution, legality, 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 (other than the Agent) to perform any of its obligations hereunder or thereunder 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Basic Document; and (ivd) 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 expertsfaith. 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 that is permitted to be sold or released pursuant (to the terms of the Loan Documentsextent provided in Section 12.06(b) hereof).

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentssuch other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 8.05 and the first sentence of Section 11.06 8.06 shall include reference to its Affiliates and its and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, 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 (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existenceexistence or value of, value, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the Borrower, the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 Administrative Agent may deem and treat the payee of named in 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 Administrative Agent. The Administrative Agent is authorized to release any cash collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsthis Agreement.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Tranche B Security Instruments with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Tranche B Security Instruments, together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in the Tranche B Loan Documents, and shall not by reason of the Tranche B Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Tranche B 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 thereunder 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; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 Tranche B 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 that is permitted to be sold or released pursuant to the terms of the Tranche B Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments Letters of Credit and the other Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and the Security Instrumentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 11 shall include reference to its Affiliates affiliates and its and its Affiliatesaffiliates' officers, directors, employees, attorneys, accountants, experts employees and agentsagents and to Chase acting in its individual capacity hereunder as issuer of Participation Letters of Credit): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement, the Loan Letters of Credit and the other Basic Documents, and shall not by reason of this Agreement, the Loan Documents Letters of Credit or any other Basic Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Letters of Credit or any other Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, the Letters of Credit or any other Basic Document, or for the value, validity, effectiveness, genuineness, execution, legality, 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 (other than the Agent) to perform any of its obligations hereunder or thereunder 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 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 (ivd) 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it with reasonable care. Without in good faith any way limiting any of the foregoing, each Lender acknowledges that the Administrative Agent shall have no greater responsibility in the operation of Letters of Credit than is specified in the Uniform Customs and Practice for Documentary Credits (1983 Revision), International Chamber of Commerce Publication No. 400 (or any action taken replacement or omitted revision thereof in effect from time 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 that is permitted to be sold or released pursuant to the terms of the Loan Documentstime).

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentssuch other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 8.05 and the first sentence of Section 11.06 8.06 shall include reference to its Affiliates and its and its Affiliates' Affiliates= officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note other Loan Document or any other document referred to or provided for herein or therein or for any failure by the either Borrower or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existenceexistence or value of, value, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the BorrowerCompany, the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 Administrative Agent may deem and treat the payee of named in 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 Administrative Agent. The Administrative Agent is authorized to release any cash collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsthis Agreement.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents, but only to the extent such Affiliate or Person is acting on behalf of the Administrative Agent): (ia) shall have no duties or responsibilities except those expressly set forth herein or in the Loan DocumentsNotes, and shall not by reason hereof or by reason of the Loan Documents Notes be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 Administrative Agent) to perform any of its obligations hereunder or thereunder 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; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms hereof or of the Notes. Notwithstanding anything in this Agreement to the contrary, none of the Sole Lead Arranger, Sole and Exclusive Book Manager, Co-Syndication Agents or Co-Documentation Agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

Appointment, Powers and Immunities. Each Lender Lender, the Revolving Loan Lender, and the Deposit Bank hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and the Loan other Credit Documents, and shall not by reason of this Agreement and the Loan other Credit Documents be a trustee or fiduciary for any Lender, the Revolving Loan Lender, or the Deposit Bank; (iib) makes no representation or warranty to any Lender Lender, the Revolving Loan Lender, or the Deposit Bank and shall not be responsible to the Lenders Lenders, the Revolving Loan Lender, or the Deposit Bank for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of this Agreement and the Loan other Credit Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes each of the Collateral Monitoring Agent, the Issuing Bank and the Agent to act as its agent hereunder and hereunder, under the Security Instruments Documents and the other Loan Documents with such powers as are specifically delegated to the Agent such parties, respectively, by the terms of this Agreement hereof, the Security Documents and the Security Instruments, other Loan Documents together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 11.05 Each of the Collateral Monitoring Agent, the Issuing Bank 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): (i) Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, the Security Documents and the other Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation . None of the Collateral Monitoring Agent, the Issuing Bank or warranty to any Lender and the Agent shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Security Documents, or the other Loan Documents, in any Application, certificate or other document referred to or provided for in, or received by any of them under, this Agreement, the Security Documents or the other Loan Documents, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreementhereof, any Note the Security Documents 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 Borrower or any of the other Person (other than the Agent) Loan Parties to perform any of its obligations hereunder here under or thereunder or for under the existence, value, perfection or priority of any collateral security or the financial or other condition Loan Documents. Each of the BorrowerCollateral Monitoring Agent, the Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 Issuing Bank and the Agent may employ agents and attorneys-in-fact and shall not be required answerable, except as to initiate money or conduct securities received by it or its authorized agents, for the negligence or misconduct of any litigation such agents or collection proceedings hereunder; and (iv) attorneys-in-fact selected by it with reasonable care. None of the Collateral Monitoring Agent, the Issuing Bank or the Agent nor any of their directors, officers, employees or agents shall not be liable or responsible for any action taken or omitted to be taken by it hereunder or them hereunder, under any the Security Documents or the other document or instrument referred to or provided for herein Loan Documents or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents, but only to the extent such Affiliate or Person is acting on behalf of the Administrative Agent): (ia) shall have no duties or responsibilities except those expressly set forth herein or in the Loan DocumentsNotes, and shall not by reason hereof or by reason of the Loan Documents Notes be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 Administrative Agent) to perform any of its obligations hereunder or thereunder 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; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms hereof or of the Notes. Notwithstanding anything in this Agreement to the contrary, none of the Sole Lead Arranger, Sole and Exclusive Book Manager, Co-Syndication Agents or Co- Documentation Agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent Agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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 agentsAgents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 collateral, or subordinate any Lien on any collateral, that is permitted to be sold or otherwise disposed of or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents, but only to the extent such Affiliate or Person is acting on behalf of the Administrative Agent): (ia) shall have no duties or responsibilities except those expressly set forth herein or in the Loan DocumentsNotes, and shall not by reason hereof or by reason of the Loan Documents Notes be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 Administrative Agent) to perform any of its obligations hereunder or thereunder 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; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms hereof or of the Notes. Notwithstanding anything in this Agreement to the contrary, none of the Lead Arrangers, Book Manager, Syndication Agent or Co-Documentation Agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' officers, directors, employees, attorneys, accountants, experts and administrative agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in the Loan Documents, this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, the Loan Documents, 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 Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ administrative agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such administrative agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such administrative agents, accountants, attorneys or experts. 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 permitted hereunder shall have been filed with the Agent. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.the

Appointment, Powers and Immunities. Each Lender Lender, and the SACE Agent on behalf of each of the Tranche D Lenders, hereby irrevocably appoints and authorizes the Administrative Agent to act as its administrative agent hereunder under this Agreement and under the Security Instruments other Financing Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsFinancing Documents, together with such other powers as are reasonably incidental theretoto such powers. The Administrative Agent (which term as used in this sentence and in Section 11.05 10.05 and the first sentence of Section 11.06 10.06 shall include reference to its Affiliates affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, attorneys, accountants, experts representatives and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Financing Documents, and shall not by reason of the Loan Documents any Financing Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreementany Financing Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Financing Document, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note Financing Document or any other document referred to or provided for herein in any Financing Document or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of under any collateral security or the financial or other condition of the Borrower, the Subsidiaries or any other obligor or guarantorFinancing Document; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Financing Document; and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder under any Financing Document or under any other document or instrument referred to or provided for herein in any Financing Document or in connection herewith including its own ordinary negligencewith any Financing Document, except for its own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in an order that is no longer subject to appeal or review. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact reasonably selected by it in good faith 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 expertsfaith. The Administrative Agent may deem and treat the payee of any Note as the holder thereof of such Note for all purposes hereof of the Financing Documents unless and until a written notice of the assignment or transfer thereof permitted hereunder of such Note shall have been filed with the Administrative Agent. The Agent is authorized , together with the consent of the Borrower to release any collateral that is permitted to be sold such assignment or released pursuant transfer (to the terms of the Loan Documentsextent provided in Section 11.06(b)).

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentssuch other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 8.05 and the first sentence of Section 11.06 8.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note other Loan Document 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 (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existenceexistence or value of, value, or the perfection or priority of any Lien upon, any collateral security or the financial or other condition of the BorrowerCompany, the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 Administrative Agent may deem and treat the payee of named in 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 Administrative Agent. The Administrative Agent is authorized to release any cash collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsthis Agreement.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent Bank of America to act as its agent hereunder under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 SECTION 12.5 and the first sentence of Section 11.06 SECTION 12.6 hereof shall include reference to its Affiliates (including Banc of America Securities LLC) and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, legality, 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 (other than the Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by the Borrower or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, the Subsidiaries Borrower or any other obligor or guarantorof its Affiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) 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 including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the Agent nor the Fronting Bank (which term terms as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 hereof shall include reference to its each of their Affiliates and its their own and its their Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, legality, 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 Borrower, a Guarantor or any other Person (other than the Agent) to perform any of its obligations hereunder thereunder; (c) shall be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or the financial or other condition of agreements by the Borrower, the Subsidiaries a Guarantor or any other obligor Person or guarantorthe satisfaction of any condition or to inspect the property (including the books and records) of the Borrower or any of its Subsidiaries or Affiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) 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 including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Security InstrumentsLoan Documents, together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby ---------------------------------- irrevocably appoints and authorizes the Agent Chase to act as its administrative agent hereunder and under the Security Instruments Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the Administrative Agent nor any 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 each of their Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no any duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no any representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for inherein, or received by any of them under, this Agreement, 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 Agentitself) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Borrower and its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 11.07, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 Agents 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 Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes each of the Collateral Monitoring Agent, the Issuing Bank and the Agent to act as its agent hereunder and hereunder, under the Security Instruments Documents and the other Loan Documents with such powers as are specifically delegated to the Agent such parties, respectively, by the terms of this Agreement Agreement, the Security Documents and the Security Instruments, other Loan Documents together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in Section 11.05 Each of the Collateral Monitoring Agent, the Issuing Bank 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): (i) Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, the Security Documents and the other Loan Documents, Documents and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation . None of the Collateral Monitoring Agent, the Issuing Bank or warranty to any Lender and the Agent shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Security Documents, or the other Loan Documents, in any Application, certificate or other document referred to or provided for in, or received by any of them under, this Agreement, the Security Documents or the other Loan Documents, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note the Security Documents 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 Borrower or any of the other Person (other than the Agent) Loan Parties to perform any of its obligations hereunder or thereunder or for under the existence, value, perfection or priority of any collateral security or the financial or other condition Loan Documents. Each of the BorrowerCollateral Monitoring Agent, the Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 Issuing Bank and the Agent may employ agents and attorneys-in-fact and shall not be required answerable, except as to initiate money or conduct securities received by it or its authorized agents, for the negligence or misconduct of any litigation such agents or collection proceedings hereunder; and (iv) attorneys-in-fact selected by it with reasonable care. None of the Collateral Monitoring Agent, the Issuing Bank or the Agent nor any of their directors, officers, employees or agents shall not be liable or responsible for any action taken or omitted to be taken by it hereunder or them hereunder, under any the Security Documents or the other document or instrument referred to or provided for herein Loan Documents or in connection herewith including its own ordinary negligenceor therewith, except for its or their own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent Agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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 agentsAgents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be 76 required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 collateral, or subordinate any Lien on any collateral, that is permitted to be sold or otherwise disposed of or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Tranche A Security Instruments with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Tranche A Security Instruments, together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in the Tranche A Loan Documents, and shall not by reason of the Tranche A Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Tranche A 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 thereunder 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; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 Tranche A 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 that is permitted to be sold or released pursuant to the terms of the Tranche A Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agentsAdministrative Agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agentsAdministrative Agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agentsAdministrative Agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agentsAdministrative Agents, accountants, attorneys or experts. 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Applicable Lender hereby irrevocably appoints and authorizes the Applicable Administrative Agent to act as its agent Administrative Agent hereunder and under the Security Instruments with such powers as are specifically delegated to the such Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Applicable Administrative Agent (which term as used in this sentence and in Section 11.05 12.05 and the first sentence of Section 11.06 12.06 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agentsAdministrative Agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 Borrowers or any other Person (other than the Applicable Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Applicable Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 12.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent Administrative Agents may employ agentsAdministrative Agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agentsAdministrative Agents, accountants, attorneys or experts selected by it in good faith or any action taken or omitted to be taken in good faith by it in accordance with the advice of such agentsAdministrative Agents, accountants, attorneys or experts. The Agent Administrative Agents 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 such Administrative Agent. The Agent is Administrative Agents are authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent, the Syndication Agent, each Documentation Agent and each Co-Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Agent it by the terms of this Agreement and the or any Security InstrumentsInstrument, together with such other powers as are reasonably incidental thereto. The 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, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and the Loan Documents, other Security Instruments and shall not by reason of the Loan Documents this Agreement or any other Security Instrument be a trustee or fiduciary for any other Agent or Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to any other Agent or the Lenders (i) for the accuracy of any recitals, statements, representations or warranties contained in this Agreement, Agreement or any Security Instrument or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or ; (ii) for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note or any Security Instrument or any other document referred to or provided for herein herein; or (iii) for any failure by the Borrower Company, any Guarantor or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 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 Security Instrument; and (ivd) 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 including its own ordinary negligenceSecurity Instrument, except for its own gross negligence or willful misconduct. The Agent Agents may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 expertsfaith. 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 permitted hereunder shall have been filed with the Administrative Agent. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to , together with the terms written consent of the Loan DocumentsCompany to such assignment or transfer.

Appointment, Powers and Immunities. (a) Each Lender hereby irrevocably appoints and authorizes the Agent BNP Paribas, and BNP Paribas hereby accepts such appointment, to act as its agent hereunder and under the Security Instruments other Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and Agreement, of the Security Instrumentsother Basic Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 11.5 and the first sentence of Section 11.06 11.6 shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts employees and agents): (i) shall have no duties or responsibilities except those expressly set forth in this Agreement and the Loan other Basic Documents, and shall not by reason of the Loan Documents this Agreement or any other Basic Document be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this AgreementAgreement or in any other Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this AgreementAgreement or any other Basic Document, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note other Basic Document or any other document referred to or provided for herein or therein or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder 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 guarantorthereunder; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderhereunder or under any other Basic Document except to the extent requested by the Required Lenders; and (iv) shall not be responsible for any action taken or omitted to be taken by it hereunder hereunder, under any other Basic Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it with reasonable care. Information contained in good faith reports and other publicly available information shall not constitute actual or constructive notice of such information contained therein in respect of the Administrative Agent. No provision of this Agreement or any other Basic Document shall be deemed to impose any duty on the Administrative Agent to take any action taken if such action is contrary to the terms hereof or omitted is contrary to law. In no event shall the Administrative Agent be taken in good faith by it in accordance with liable for the advice acts or omissions of such agentsany Obligor, accountantsLender, attorneys the Security Trustee or expertsany other Person. The Administrative Agent may deem and treat the payee of any Note Loan 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 provided to the Administrative Agent, together with the Agent. The Agent is authorized consent of the Borrower to release any collateral that is permitted to be sold such assignment or released pursuant transfer (to the terms of the Loan Documentsextent provided in Section 12.7(b)).

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents.. 77

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsDocuments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 11.5 and the first sentence of Section 11.06 11.6 shall include reference to its Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 11.7 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentssuch other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 8.05 and the first sentence of Section 11.06 8.06 shall include reference to its Affiliates and its and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note other Loan 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 (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the BorrowerCompany, the Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 8.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligence, except for its own gross negligence negligence, willful misconduct or willful misconductunlawful conduct as found in a nonappealable judgment by a court of competent jurisdiction. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 Administrative Agent may deem and treat the payee of named in 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 Administrative Agent. The Administrative Agent is authorized to release any cash collateral that is permitted to be sold or released pursuant to the terms of the Loan Documentsthis Agreement.

Appointment, Powers and Immunities. Each Lender Revolving Lender, the Revolving Administrative Agent, each Financing Agent and, by acceptance of the benefits of this Agreement and the other Security Documents, each Designated Indebtedness Holder hereby irrevocably appoints and authorizes the Agent ING to act as its the collateral agent hereunder and under the Security Instruments with authorizes ING to take such actions on its behalf and to exercise such powers as are specifically delegated to the Collateral Agent by the terms of this Agreement and the Security InstrumentsAgreement, together with such other actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, it is understood that such powers authorize the Collateral Agent to enter into the agreements and the other documents contemplated by Section 5.08(c) of the Revolving Credit Agreement on behalf of itself and the other Secured Parties hereunder. The Collateral Agent (which term as used in this sentence and in Section 11.05 9.06 and the first sentence of Section 11.06 9.07 shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities obligations except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents this Agreement be a trustee for, a fiduciary with respect to or fiduciary for subject to any other implied duties with respect to, the Revolving Administrative Agent, any Revolving Lender, any Financing Agent or any Designated Indebtedness Holder regardless of whether a Default or Trigger Event has occurred and is continuing; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders Revolving Lenders, the Revolving Administrative Agent, the Financing Agents or the Designated Indebtedness Holders for or have any duty to ascertain or inquire into any recitals, statements, representations or warranties contained in or made in connection with this AgreementAgreement or in any notice delivered hereunder, or in any certificate other certificate, report or other document referred to or provided for in, or received by any of them it under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note Agreement or any other agreement, instrument or document referred to or provided for herein or therein or for any failure by the Borrower Obligors or any other Person (other than the Agent) to perform or observe any of its obligations hereunder or thereunder 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 guarantorhereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) shall not be responsible hereunder except, subject to Section 9.07, 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents522144.000028 21651939.2 00000000.0.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent Administrative Agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral collateral, or subordinate any Lien on any collateral, that is permitted to be sold or otherwise disposed of or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender of the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee hereby irrevocably appoints and authorizes the Agent Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated to act as its agent Collateral Agent hereunder and under the Security Instruments Documents (and each subsequent holder of any of the Repo Obligations or any successor trustee under the Note A Indenture and the Note B Indenture, by its acceptance thereof, so appoints and authorizes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated) with such powers as are specifically delegated to the Collateral Agent by the terms of this Agreement and the Security InstrumentsDocuments, together with such other powers as are reasonably incidental thereto. The Collateral Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 Agreement shall include reference to its Affiliates affiliates and its own and its Affiliatesaffiliates' officers, directors, employees, attorneys, accountants, experts employees and agents): (i) shall have no duties or responsibilities except those expressly set forth in this Agreement and the Loan Security Documents, and shall not by reason of the Loan transactions contemplated by this Agreement or any of the Security Documents be a trustee or fiduciary for either the Repo Purchaser, the Note A Indenture Trustee or the Note B Indenture Trustee or any LenderNoteholder or beneficial holder of any of the Repo Obligations ; (ii) makes no representation or warranty to any Lender and shall not be responsible to either the Lenders Repo Purchaser, the Note A Indenture Trustee or the Note B Indenture Trustee or any Noteholder or beneficial holder of any of the Repo Obligations for any recitals, statements, representations or warranties (other than any thereof expressly made by the Collateral Agent or any officer thereof) contained in this Agreement, Agreement or in any of the Security Documents or in any certificate or other document referred to or provided for in, or received by any of them under, under this AgreementAgreement or any of the Security Documents, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note Agreement or any other document referred to or provided for herein of the Security Documents or for any failure by the Borrower Repo Purchaser, the Note A Indenture Trustee or the Note B Indenture Trustee or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder 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; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderthereunder; and (iviii) shall not be responsible to the Repo Purchaser, the Note A Indenture Trustee, the Note B Indenture Trustee, any Noteholder or any beneficial holder of the Repo Obligations 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 including its own ordinary negligenceof the Security Documents, except for its own gross negligence or willful misconduct. The Collateral Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 expertsfaith. The Collateral Agent may deem and treat the payee Note A Indenture Trustee and the Note B Indenture Trustee as acting on behalf and for the benefit of any Note as the holder thereof holders of the Series A Notes and the Series B Notes, respectively, for all purposes hereof unless and until a written notice of for all purposes under the assignment or transfer thereof permitted hereunder shall have been filed with the Agent. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Security Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent Xxxxx Fargo to act as its administrative agent hereunder and under the Security Instruments Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the 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 each of their Affiliates and its and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and agents): ) nor any agent: (ia) shall have no any duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no any representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for inherein, or received by any of them under, this Agreement, 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 Agentitself) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Borrower and its Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 11.07, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligenceINCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or 91 experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender (including any Lender in its capacity as LC Issuer or Swing Line Lender) hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 SECTION 11.5 and the first sentence of Section 11.06 SECTION 11.6 hereof shall include reference to its Affiliates and its own and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, legality, 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 party hereto or any other Person (other than the Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by the parties hereto or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, the Borrower or its Subsidiaries or any other obligor or guarantorAffiliates; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document; and (ive) 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 including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Subsidiaries Guarantors, BMC, any Restricted Affiliate or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents. The Documentation Agent shall have no duties or responsibilities hereunder.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Agreement and under the Security Instruments other Financing Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security InstrumentsFinancing Documents, together with such other powers as are reasonably incidental theretoto such powers. The Administrative Agent (which term as used in SECOND AMENDED AND RESTATED GREENHUNTER CREDIT AGREEMENT 110 this sentence and in Section 11.05 10.05 and the first sentence of Section 11.06 10.06 shall include reference to its Affiliates affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, attorneys, accountants, experts representatives and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Financing Documents, and shall not by reason of the Loan Documents any Financing Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreementany Financing Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Financing Document, or for the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, any Note Financing Document or any other document referred to or provided for herein in any Financing Document or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of under any collateral security or the financial or other condition of the Borrower, the Subsidiaries or any other obligor or guarantorFinancing Document; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; under any Financing Document and (ivd) shall not be responsible for any action taken or omitted to be taken by it hereunder under any Financing Document or under any other document or instrument referred to or provided for herein in any Financing Document or in connection herewith including its own ordinary negligencewith any Financing Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact reasonably selected by it in good faith 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 expertsfaith. The Administrative Agent may deem and treat the payee of any Note as the holder thereof of such Note for all purposes hereof of the Financing Documents unless and until a written notice of the assignment or transfer thereof permitted hereunder of such Note shall have been filed with the Administrative Agent. The Agent is authorized , together with the consent of the Borrower to release any collateral that is permitted to be sold such assignment or released pursuant transfer (to the terms of the Loan Documentsextent provided in Section 11.06(b)).

Appointment, Powers and Immunities. CDF is hereby appointed Administrative Agent hereunder and under each of the other Loan Documents. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder under this Agreement and under the Security Instruments other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 18.5 and the first sentence of Section 11.06 18.6 hereof shall include reference to its Affiliates and its own and its Affiliates' ’ officers, directors, employees, attorneysrepresentatives, accountants, experts and agents): (ia) shall not have no any duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitalsrecital, statementsstatement, representations or warranties contained in this Agreementrepresentation, or warranty (whether written or oral) made in or in connection with any Loan Document or any certificate or other document referred to or provided for in, or received by any of them under, this Agreementany Loan Document, or for the value, validity, effectiveness, genuineness, executionenforceability, legality, 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 (other than the Agent) to perform any of its obligations hereunder thereunder; (c) shall not be responsible for or thereunder have any duty to ascertain, inquire into, or for verify the existence, value, perfection performance or priority observance of any collateral security covenants or agreements by any Covered Person or the financial satisfaction of any condition or other condition to inspect the property (including the books and records) of the Borrower, the Subsidiaries any Covered Person or any other obligor or guarantorof its Subsidiaries; (iiid) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunderunder any Loan Document (other than normal collection procedures from the Lockboxes); and (ive) 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 including its own ordinary negligencewith any Loan Document, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' officersAffiliates’officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 any of the Borrower Obligors or any other Person (other than the Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or of collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.62

Appointment, Powers and Immunities. Each 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 Security Instruments with such powers as are specifically delegated to the Agent it by the terms of this Agreement and the Security Instrumentsor any Loan Document, together with such other powers as are reasonably incidental thereto. The (As of the Effective Date, the Co-Agents have been delegated no specific powers or responsibilities under this Agreement, except in their capacities as Lenders.) 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, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement and the other Loan Documents, Documents and shall not by reason of the this Agreement or any other Loan Documents Document be a trustee or fiduciary for any other Agent or Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to any other Agent or the Lenders (i) for the accuracy of any recitals, statements, representations or warranties contained in this Agreement, Agreement or any Loan Document or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, or ; (ii) for the value, validity, effectiveness, genuineness, execution, legality, 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 the Borrower Company, OEI-Louisiana or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 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 (ivd) 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 including its own ordinary negligenceLoan Document, except for its own gross negligence or willful misconduct. The Agent Agents may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 expertsfaith. 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 permitted hereunder shall have been filed with the Administrative Agent. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to , together with the terms written consent of the Loan DocumentsCompany to such assignment or transfer.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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 and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 Administrative Agent) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Agent. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.Administrative

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments Letters of Credit and the other Basic Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement hereof and the Security Instrumentsthereof, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 and the first sentence of Section 11.06 11 shall include reference to its Affiliates affiliates and its and its Affiliatesaffiliates' officers, directors, employees, attorneys, accountants, experts employees and agentsagents and to JPMorgan Chase acting in its individual capacity hereunder as issuer of Letters of Credit): (ia) shall have no duties or responsibilities except those expressly set forth in this Agreement, the Loan Letters of Credit and the other Basic Documents, and shall not by reason of this Agreement, the Loan Documents Letters of Credit or any other Basic Document be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, the Letters of Credit or any other Basic Document, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, the Letters of Credit or any other Basic Document, or for the value, validity, effectiveness, genuineness, execution, legality, 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 (other than the Agent) to perform any of its obligations hereunder or thereunder 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 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 Majority Lenders, and (ivd) 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 herewith including its own ordinary negligenceor therewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it with reasonable care. Without in good faith any way limiting any of the foregoing, each Lender acknowledges that the Administrative Agent shall have no greater responsibility in the operation 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 action taken replacement or omitted revision thereof in effect from time 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 that is permitted to be sold or released pursuant to the terms of the Loan Documentstime).

Appointment, Powers and Immunities. 9.1.1 Each Lender hereby irrevocably appoints and authorizes the (a) Administrative Agent to act as its agent hereunder and under the Security Instruments other Credit Documents, and (b) Collateral Agent to act as its collateral agent hereunder and under the other Credit Documents, in each case with such powers as are specifically expressly delegated to Administrative Agent or Collateral Agent (as the Agent case may be) by the terms of this Agreement and the Security Instrumentsother Credit Documents, together with such other powers as are reasonably incidental thereto. The Neither 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 and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (i) nor Collateral Agent shall have no any duties or responsibilities except those expressly set forth in the Loan Documentsthis Agreement or in any other Credit Document, and shall not by reason of the Loan Documents or be a trustee or a fiduciary for any Lender; Secured Party. Notwithstanding anything to the contrary contained herein, neither Administrative Agent nor Collateral Agent shall be required to take any action which is contrary to this Agreement or any other Credit Documents or any Legal Requirement or exposes Administrative Agent or Collateral Agent (iias the case may be) makes no representation or warranty to any Lender liability. Each of Lead Arranger, Collateral Agent, Administrative Agent, the Lenders and any of their respective Affiliates shall not be responsible to the Lenders any other Secured Party for (i) any recitals, statements, representations or warranties made by Borrower or its Affiliates contained in this Agreement, the other Credit Documents or in any certificate or other document referred to or provided for in, or received by any of them underLead Arranger, this AgreementAdministrative Agent, Collateral Agent, or for any Secured Party under this Agreement or any other Credit Document, (ii) the value, validity, effectiveness, genuineness, execution, legality, enforceability or sufficiency of this Agreement, the other Credit Documents, any Note Notes or any other document referred to or provided for herein herein, or for (iii) any failure by the Borrower or any other Person (other than the Agent) its Affiliates to perform any of its their respective obligations hereunder or thereunder or for the existence, value, perfection or priority thereunder. Each of any collateral security or the financial or other condition of the Borrower, the Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; Administrative Agent and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Collateral Agent may employ agentsagents and attorneys-in-fact, accountants, attorneys and experts and neither shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documentsreasonable care.

Appointment, Powers and Immunities. Each Lender hereby irrevocably (but subject to Section 10.08) appoints and authorizes the Administrative Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The Administrative Agent (which term as used in this sentence and in Section 11.05 10.05 and the first sentence of Section 11.06 10.06 shall include reference to its Affiliates and its own and its Affiliates' affiliates’ officers, directors, employees, attorneys, accountants, experts employees and agents): (ia) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, this Agreement and shall not by reason of the Loan Documents this Agreement be a trustee or fiduciary for any Lender; (iib) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, Agreement or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, Agreement 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 or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder 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 guarantorthereunder; (iiic) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligenceherewith, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys agents and experts attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys agents or experts attorneys-in-fact selected by it with reasonable care. The exculpatory provisions of this Section shall apply to any agent or attorney-in-fact of the Administrative Agent and any such agent or attorney-in-fact, and shall apply to their respective activities in good faith or any action taken or omitted to be taken in good faith by it in accordance connection with the advice syndication of such agents, accountants, attorneys or experts. The Agent may deem and treat the payee of any Note facility provided for herein as well 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 activities as Administrative Agent. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to provisions of this Section are solely for the terms benefit of the Loan DocumentsAdministrative Agent and the Lenders, and the Borrower shall not have any rights as a third party beneficiary of any of such provisions.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Security Instruments other Loan Documents with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Security InstrumentsLoan Documents, together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents. The Lenders and the Borrower agree that the Syndication Agent and the Documentation Agent shall have no duties or obligations in their respective capacities.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the CREDIT AGREEMENT Borrower, the its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent Chase to act as its administrative agent hereunder and under the Security Instruments Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the Administrative Agent nor any 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 each of their Affiliates and its and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no any duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no any representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for inherein, or received by any of them under, this Agreement, or for the value, validity, effectiveness, genuineness, execution, effectiveness, legality, enforceability or sufficiency of this Agreement, any Note Agreement or any other document referred to or provided for herein or for any failure by the Borrower or any other Person (other than the Agentitself) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Borrower and its Subsidiaries or any other obligor or guarantor; (iii) except pursuant to Section 11.07 11.07, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligenceINCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct. The Agent Agents may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 Agents may deem and treat the payee of any Note Indebtedness 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 Administrative Agent. The Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder and under the Security Instruments with such powers as are specifically delegated to the Agent by the terms of this Agreement and the Security Instruments, together with such other powers as are reasonably incidental thereto. The 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): (i) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement, 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 -66- 74 or for any failure by the Borrower or any other Person (other than the Agent) to perform any of its obligations hereunder or thereunder 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; (iii) except pursuant to Section 11.07 11.07, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligence, except for its own gross negligence or willful misconduct. The Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent Xxxxx Fargo to act as its administrative agent hereunder and under the Security Instruments Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the 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 each of their Affiliates and its and its Affiliates' ’ officers, directors, employees, attorneys, accountants, experts and agents): ) nor any agent: (ia) shall have no any duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (iib) makes no any representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for inherein, or received by any of them under, this Agreement, 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 Agentitself) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the Borrower and its Subsidiaries or any other obligor or guarantor; (iiic) except pursuant to Section 11.07 11.07, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (ivd) 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 including its own ordinary negligenceINCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 110 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Appointment, Powers and Immunities. Each Lender hereby irrevocably appoints and authorizes the Agent JPMorgan to act as its agent Administrative Agent hereunder and under the Security Instruments Loan Documents with such powers as are specifically delegated to the Administrative Agent by the terms of this Agreement and the Security Instrumentsother Loan Documents, together with such other powers as are reasonably incidental thereto. The Neither the Administrative Agent nor any 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 each of their Affiliates and its and its Affiliates' officers, directors, employees, attorneys, accountants, experts and agents): (i) shall have no any duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of the Loan Documents be a trustee or fiduciary for any Lender; (ii) makes no any representation or warranty to any Lender and shall not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for inherein, or received by any of them under, this Agreement, 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 an Obligor or any other Person (other than the Agentitself) to perform any of its obligations hereunder or thereunder or for the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower, the an Obligor and its Subsidiaries or any other obligor or guarantorGuarantor; (iii) except pursuant to Section 11.07 11.07, shall not be required to initiate or conduct any litigation or collection proceedings hereunder; and (iv) 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 including its own ordinary negligenceINCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct. The Administrative Agent may employ agents, accountants, attorneys and experts and shall not be responsible for the negligence or misconduct of any such agents, accountants, attorneys or experts selected by it in good faith 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 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 permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent is authorized to release any collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.