Common use of Appointment Clause in Contracts

Appointment. Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents each Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each such Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Wachovia as the agents Administrative Agent of such Lender under this Agreement and the other Loan DocumentsCredit Agreement, and each such Lender irrevocably authorizes each AgentWachovia, in as the Administrative Agent for such capacityLender, to take such action on its behalf under the provisions of this Credit Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other Loan DocumentsCredit Agreement, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Credit Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any other Loan Document or otherwise exist against any the Administrative Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each the Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any the Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints each of the Agents as the agents agent of such Lender under this Agreement and the other Loan Credit Documents, and each such Lender irrevocably authorizes each Agentof the Agents, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent none of the Agents shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against any Agentof the Agents.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents each Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, Documents and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other applicable Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other applicable Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent the Agents shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agentthe Agents.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Administrative Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, Documents and each such Lender irrevocably authorizes each the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other applicable Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other applicable Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any the Administrative Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Chase as the agents Administrative Agent of such Lender under this Agreement and the other Loan DocumentsAgreement, and each such Lender irrevocably authorizes each AgentChase, in as the Administrative Agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other Loan DocumentsAgreement, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any the Administrative Agent.

Appointment. Each Lender hereby irrevocably designates and ----------- appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents each Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Xxxxxxx Xxxxx Capital Corporation as the agents of such Lender Administrative Agent under this Agreement and each of the other Loan Documents, Credit Documents and each Lender irrevocably authorizes each AgentXxxxxxx Xxxxx Capital Corporation, in as Administrative Agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such the Administrative Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document the Credit Documents or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and ----------- appoints the Agents Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each the Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any the Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Bank of Montreal as the agents Documentation Agent and Fleet as the Administrative Agent of such Lender under this Agreement the Loan Documents and the other Loan Documents, and each such Lender hereby irrevocably authorizes each Agent, in such capacity, Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this AgreementAgreement or in any other Loan Document, no neither Agent shall have any duties or responsibilities, responsibilities except those expressly set forth hereinherein or therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other the Loan Document Documents or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and ----------- appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and ----------- appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent the Agents shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents each Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, Credit Documents and each Lender hereby irrevocably authorizes each Agent, in as the agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreementthe Credit Documents, no Agent shall have any duties or responsibilities, except those expressly set forth hereinherein or therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document the Credit Documents or otherwise exist against any Agent.. 12(b)

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Agent as the agents administrative agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each the Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any the Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents each Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each such Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Agent as the agents agent of such Lender under this Loan Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each the Agent, in such capacity, to take such action actions on its behalf under the provisions of this Loan Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Loan Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Loan Agreement, no the Agent shall have any no duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Loan Agreement or any other Loan Document or otherwise exist against any the Agent.

Appointment. Each Lender of the Lenders hereby irrevocably designates and appoints the Agents First Union as the agents Agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each Agent, in First Union as Agent for such capacity, Lender to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the such other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or such other Loan Documents, no the Agent shall have any no duties or responsibilities, except those expressly set forth hereinherein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any the other Loan Document Documents or otherwise exist against any the Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Agent as the agents agent of such Lender under this Agreement and the other Loan DocumentsOperative Agreements, and each such Lender irrevocably authorizes each the Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents Operative Agreements and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan DocumentsOperative Agreements, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document Operative Agreement or otherwise exist against any the Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents each Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each such Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Each Lender hereby expressly authorizes the Administrative Agent to execute, deliver and perform the Security Documents on behalf of such Lender.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Administrative Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes each Administrative Agent, in as the agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreementthe Loan Documents, no Administrative Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other the Loan Document Documents or otherwise exist against any Administrative Agent.

Appointment. (a) Each Lender hereby irrevocably designates and appoints the Agents each Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each such Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, Documents and each Lender irrevocably authorizes each the Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Agent shall not have any duties or responsibilitiesresponsibilities to any Lender, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities to any Lender shall be read into this Agreement or any other Loan Document or otherwise exist against any the Agent.

Appointment. Each Lender Bank hereby irrevocably designates and appoints the Agents Chemical as the agents Agent of such Lender Bank under this Agreement and the other Loan Documents, and each Lender such Bank irrevocably authorizes each AgentChemical, in as the Agent for such capacityBank, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderBank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any the Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, 67 62 responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and ----------- appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth hereinherein or in any other Loan Document, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Without limiting the foregoing, it is expressly understood and agreed that the Agents shall not be responsible in determining whether the conditions set forth in Section 5 have been satisfied.

Appointment. Each Lender Creditor hereby irrevocably designates and appoints the Agents CLNY as the agents Agent of such Lender Creditor under this Agreement and the other Loan Documents, and each Lender Creditor irrevocably authorizes each AgentCLNY, in as the Agent for such capacityCreditor, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderCreditor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any the Agent.

Appointment. Each Lender hereby irrevocably designates and appoints each of the Agents as the agents agent of such Lender under this Agreement and the other Loan Credit Documents, and each such Lender irrevocably authorizes each Agentof the Agents, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent none of the Agents shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, 77 functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against any Agentof the Agents.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Agent as the agents agent of such Lender under this Agreement and the other Loan Credit Documents, and each such Lender irrevocably authorizes each the Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against any the Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Wachovia Bank, National Association as the agents Agent of such Lender under this Agreement and the other Loan DocumentsAgreement, and each such Lender irrevocably authorizes each AgentWachovia Bank, in National Association, as the Agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against any the Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents NBD as the agents "Agent" of such Lender under this Agreement and the other Loan Documents, Documents and each Lender hereby irrevocably authorizes each NBD, as Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this AgreementAgreement or in any other Loan Document, no the Agent shall not have any duties or responsibilities, responsibilities except those expressly set forth hereinherein or therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other the Loan Document Documents or otherwise exist against any the Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents each ----------- Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, Credit Documents and each Lender hereby irrevocably authorizes each Agent, in as the agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreementthe Credit Documents, no Agent shall have any duties or responsibilities, except those expressly set forth hereinherein or therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document the Credit Documents or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents each Agent as the agents agent of such ----------- Lender under this Agreement and the other Loan Documents, Credit Documents and each Lender hereby irrevocably authorizes each Agent, in as the agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreementthe Credit Documents, no Agent shall have any duties or responsibilities, except those expressly set forth hereintherein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document the Credit Documents or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents BP as the agents Agent of such Lender under this Agreement and the other Loan Documents, Documents and each Lender hereby irrevocably authorizes each Agent, in such capacity, the Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding The duties of the Agent shall be mechanical and administrative in nature, and, notwithstanding any provision to the contrary elsewhere in this Agreementany Loan Document, no the Agent shall not have any duties or responsibilities, except responsibilities other than those expressly set forth hereintherein, or any fiduciary relationship with with, or fiduciary duty to, any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other the Loan Document Documents or otherwise exist against any the Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent the Agents shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each the Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or any other Loan Document, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any the Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents each Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Without limiting the foregoing, the use of the term "agent" with respect to any Agent is used as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Credit Documents, and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the such Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, Documents and each such Lender hereby irrevocably authorizes each the Agent, in as the agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreementthe Loan Documents, no the Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other the Loan Document Documents or otherwise exist against any the Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth hereinherein and in the Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each the Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to tO the contrary elsewhere in this Agreement, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any the Agent.

Appointment. Each Lender holder of the Notes hereby irrevocably designates and appoints the Agents Collateral Agent as the agents agent of such Lender holder under this Agreement and the other Loan Documents, Note Documents and each Lender such holder irrevocably authorizes each the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan applicable Note Documents and to exercise such powers and perform such duties as are expressly delegated to such the Collateral Agent by the terms of this Agreement and the other Loan applicable Note Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lenderholder of the Notes, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Note Document or otherwise exist against any the Collateral Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are 79 74 reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents each Agent as the agents agent of such Lender under this Agreement and the other First Lien Loan Documents, Documents and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other applicable First Lien Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other applicable First Lien Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent the Agents shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other First Lien Loan Document or otherwise exist against any Agentthe Agents.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each the Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are me expressly delegated to such the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any the Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents each Agent as the agents agent of such Lender Lender, in its stated capacity, under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender Buyer hereby irrevocably designates and appoints the Agents Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC as the agents of such Lender its Agent under this Agreement and the other Loan Program Documents, and each Lender Buyer irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Program Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Program Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any LenderBuyer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Program Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents each Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each such Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Each Lender hereby expressly authorizes the Administrative Agent to execute, deliver and perform the Lien Subordination Agreement and the Security Documents on behalf of such Lender.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Each Lender authorizes and directs the Administrative Agent to execute and deliver the Guarantee and Collateral Agreement.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.forth

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Agent as the agents Agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each the Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any the Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents each Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, Credit Documents and each Lender hereby irrevocably authorizes each Agent, in as the agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreementthe Credit Documents, no Agent shall have any duties or responsibilities, except those expressly set forth hereintherein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document the Credit Documents or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and ----------- appoints the Agents First Union National Bank as the agents Agent of such Lender under this Agreement and the other Loan DocumentsAgreement, and each such Lender irrevocably authorizes each AgentFirst Union National Bank, in as the Agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Credit Document or otherwise exist against any the Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents BNY as the agents Agent of such Lender under this Agreement and the other Loan Documents, Documents and each Lender hereby irrevocably authorizes each Agent, in such capacity, the Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding The duties of the Agent shall be mechanical and administrative in nature, and, notwithstanding any provision to the contrary elsewhere in this Agreementany Loan Document, no the Agent shall not have any duties or responsibilities, except responsibilities other than those expressly set forth hereintherein, or any fiduciary relationship with with, or fiduciary duty to, any Lender, and no implied covenants, -66- functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other the Loan Document Documents or otherwise exist against any the Agent.

Appointment. Each of the Issuing Bank and each Lender hereby irrevocably designates and appoints the Agents BNY as the agents Agent of the Issuing Bank and such Lender under this Agreement the Loan Documents and each of the other Loan Documents, Issuing Bank and each Lender hereby irrevocably authorizes each Agent, in such capacity, the Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreementany Loan Document, no the Agent shall not have any duties or responsibilities, except responsibilities other than those expressly set forth hereintherein, or any fiduciary relationship with the Issuing Bank or any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other the Loan Document Documents or otherwise exist against any the Agent.

Appointment. Each (a) The Lender hereby irrevocably designates and appoints the Agents as the its agents of such Lender under this Agreement and the other Loan Documents, and each the Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any the Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents Agent as the agents agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each the Agent, in as the agent for such capacityLender, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such the Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this AgreementAgreement or in any other Loan Document, no the Agent shall not have any duties or responsibilities, except those expressly set forth hereinherein or therein, or any fiduciary relationship with any Lender or any Affiliate of such Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.the

Appointment. Each Lender hereby irrevocably designates and appoints the Agents each Agent as the agents agent of such Lender under this Agreement and the other Second Lien Loan Documents, Documents and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other applicable Second Lien Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other applicable Second Lien Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent the Agents shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Second Lien Loan Document or otherwise exist against any Agentthe Agents.

Appointment. Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth 115 herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.