Common use of Authorization and Action Clause in Contracts

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints the Agent as its Agent under, and irrevocably authorizes the Administrative Agent (subject to Section 9.11) to take such action as agent on its behalf and to exercise such powers and discretion under this any Financing Agreement as are delegated to the Administrative Agent by the terms hereofthereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion Without limitation of the Administrative Agentforegoing, such matters shall be subject each Lender expressly authorizes the Agent to the sole discretion execute, deliver, and perform its obligations under each of the Administrative AgentFinancing Agreements to which the Agent is a party, its directorsand to exercise all rights, officerspowers, agents and employeesremedies that the Agent may have thereunder. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings)Agreement, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act act, or to refrain from acting (and shall be fully protected in so acting or refraining from acting) ), upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lendersthe Lenders and all holders of any Note; provided, provided however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this any Financing Agreement.

Authorization and Action. Each Lender and each LC Issuing Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender of the Lenders hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and under the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement and in the other Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, the other Loan Documents or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower PPG pursuant to the terms of this AgreementAgreement or the other Loan Documents.

Authorization and Action. Each Lender Lender, the Swingline Bank and each LC Issuing Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Party (in its capacities as a Lender, a Swing Line Bank (if applicable), an Issuing Bank (if applicable) and, on behalf of itself and its Affiliates, a potential Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), the Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders (or, if required hereby, all Lenders), and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacities as a Lender and Swingline Lender, as applicable) hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative such Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative Agent it to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender prompt notice of each notice given to it by PMI or any Borrower pursuant to as required by the terms of this AgreementAgreement or at the request of PMI or such Borrower, and any notice provided pursuant to Section 5.1(b)(ii). Citi, as Facility Agent, may execute any of its duties under this Agreement by or through its affiliate, Citibank.

Authorization and Action. Each Lender hereby appoints and authorizes CUSA to act as the Administrative Agent under this Agreement and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsAdvances and other amounts owing hereunder), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Requisite Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement any of the Loan Documents or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreementthe Loan Documents.

Authorization and Action. (a) Each Lender Party hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Financing Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Financing Documents (including, without limitation, including enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender Party prompt notice (including matters disclosed in writing to the Administrative Agent as described in clause (b) of the definition of “Disclosed Matters”) of each notice given to it by the Borrower or any Borrower other Person pursuant to the terms of this AgreementAgreement or any other Financing Documents.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, including enforcement of this Agreement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. Nothing in this Agreement shall impose upon any Co-Syndication Agent or Co-Documentation Agent, in its capacity as such, any duty or liability whatsoever.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms hereofhereof and of the other Credit Documents, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement or any other Credit Document (including, without limitation, including enforcement or collection of the outstanding BorrowingsObligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders or all Lenders, and such instructions shall be binding upon all LendersLenders and all holders of the Obligations; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement Agreement, any other Credit Document, or Applicable Lawapplicable Legal Requirements. The It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to the Administrative Agent agrees is not intended to give connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreementcreate or reflect only an administrative relationship between contracting parties.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable) and the Issuing Bank (if applicable) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender and Issuing Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes or CAF Notes, if any), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes or CAF Notes (if any); provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender of the Lenders and Issuing Lenders hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and under the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement and in the other Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, the other Loan Documents or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender and Issuing Lender prompt notice of each notice given to it by PPG or any other Borrower pursuant to the terms of this AgreementAgreement or the other Loan Documents.

Authorization and Action. (a) Each Lender Party hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. (b) The Arrangers shall have no powers or discretion under this Agreement or any of the other Loan Documents and each of the Lender Parties hereby acknowledges that the Arrangers have no liability under this Agreement or under any of the other Loan Documents.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement the Loan Documents as are expressly delegated to the Administrative such Agent by the terms hereofthereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters Each Agent shall have no duties or responsibilities except those expressly provided for set forth in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employeesany other Loan Document. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative each Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law or is not within the powers and discretion expressly delegated to such Agent pursuant to the Loan Documents. The Administrative Each Agent agrees to give to each Lender prompt notice of each notice given to received by it by any from the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), and as an Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent it to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in any Loan Document, no Person identified as a syndication agent, documentation agent, senior manager, joint lead arranger or joint book running manager, in such Person’s capacity as such, shall have any obligations or duties to any Loan Party, the Administrative Agent or any other Secured Party under any of such Loan Documents.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), the Issuing Bank (if applicable) and a potential Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; providedPROVIDED, howeverHOWEVER, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any either Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings)Agreement, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, Majority Banks and such instructions shall be binding upon all LendersBanks and all holders of Purchased Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Bank prompt notice of each notice given to it by any Borrower the Company pursuant to the terms of this Agreement. In performing its functions and duties under this Agreement, the Administrative Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company.

Authorization and Action. Each Lender of the Lenders hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and under the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement and in the other Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, the other Loan Documents or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by PPG or any other Borrower pursuant to the terms of this AgreementAgreement or the other Loan Documents.

Authorization and Action. Each Lender (in its capacities as a Lender and Swingline Lender, as applicable) hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative such Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative Agent it to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender prompt notice of each notice given to it by PMI or any Borrower pursuant to as required by the terms of this Agreement.Agreement or at the request of PMI or such Borrower, and any notice provided pursuant to Section 5.1(c)(ii). JPMEL, as Facility Agent, may execute any of its duties under this Agreement by or through its affiliate, JPMorgan Chase Bank, N.A.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for The duties of the Agent shall be mechanical and administrative in nature and the Agent shall not by reason of this Agreement as being subject to the discretion of the Administrative Agent, such matters be a trustee or fiduciary for any Lender. The Agent shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employeeshave no duties or responsibilities except those expressly set forth herein. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting except upon the instructions of the Required Lenders or, to the extent required under Section 11.01, all Lenders (and shall be fully protected in so acting or so refraining from acting) upon the instructions of the Required Lenders), and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to shall administer the Loan in the same manner that it by any Borrower pursuant to the terms of this Agreementwould administer a comparable loan held 100% for its own account.

Authorization and Action. Each Lender Party (in its capacity as a Lender, the Issuing Bank, the Swing Line Bank and/or any Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, any other Loan Document or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. The Administrative Agent shall not be a trustee or fiduciary for any Lender.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, including enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersLenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes (a) the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As , and (b) the Documentation Agent to any matters expressly provided for in take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as being subject are delegated to the Documentation Agent by the terms hereof, together with such powers and discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employeesas are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower or any Borrower of its Subsidiaries pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent Administrative Agent deems appropriate on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Papers as are delegated to the Administrative Agent by the terms hereofof the Loan Papers, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement and the other Loan Papers (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders (or all Lenders, if required under Section 10.01), and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement any Loan Papers or Applicable applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this AgreementAgreement and to distribute to each applicable Lender in like funds all amounts delivered to Administrative Agent by the Borrower for the Ratable or individual account of any Lender.

Authorization and Action. Each Lender hereby appoints and ------------------------ authorizes the Administrative Funding Agent and the Co-Syndication Agents to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Funding Agent and the Co-Syndication Agents by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Funding Agent and the Co-Syndication Agents shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that neither the Administrative Funding Agent nor any Co-Syndication Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Funding Agent agrees and each Co-Syndication Agent agree to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby (i) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for thereto and (ii) agrees that the Arranger, in this Agreement its capacity as being subject to the discretion of the Administrative Agentsuch, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employeeshave no duties or obligations hereunder. As to any matters not expressly provided for by this Agreement any Loan Document (including, without limitation, enforcement or collection of the outstanding Borrowingsthereof), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give deliver promptly to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacity as a Lender and, if applicable, the Issuing Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders, the Issuing Bank and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender and the Issuing Bank prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), the Issuing Bank (if applicable) and a potential Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any either Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the Notes as are delegated to the Administrative such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement or the Notes as being subject to the discretion of the Administrative any Agent, such matters shall be subject to the sole discretion of the Administrative such Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement or the Notes (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender and each other Agent prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints ------------------------ and authorizes the Administrative Agent to take such action as agent Administrative Agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required -------- ------- to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender of the Lenders hereby appoints CNA as agent for purposes of the Transaction Documents and authorizes the Administrative Agent CNA, in such capacity, to take such action as agent on its behalf under each Transaction Document and to exercise such powers powers, hereunder and discretion under this Agreement thereunder as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to thereto and CNA shall not have any matters duties or responsibilities except as expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents set forth herein and employeestherein. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of in the outstanding Borrowings)Transaction Documents, the Administrative Agent shall not be required to exercise any discretion or and/or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, provided that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any or on behalf of the Borrower and a copy of each document, instrument, certificate or report received from the Borrower or a third party acting on behalf of the Borrower, in each case, pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement of the terms of this Agreement or collection of the outstanding Borrowingsprincipal of, and interest on the Advances, fees and any other amounts due and payable pursuant to this Agreement), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Banks owed more than 50% of the Required Lendersprincipal amount of the Advances then outstanding or, if no Advances are then outstanding, Banks having more than 50% of the Commitments, and such instructions shall be binding upon all LendersBanks; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to any Note, this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Bank prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender hereby appoints and authorizes each of the Administrative Agent and the Collateral Agent (collectively the "RELEVANT AGENTS") to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the Pledge Agreement, as the case may be, as are delegated to the Administrative such Relevant Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. . (b) As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsFloating Rate Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower the Company pursuant to the terms of this AgreementAgreement and notice of any Event of Default of which it has actual knowledge within 30 days of acquiring such knowledge.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this AgreementAgreement and to promptly forward to each Lender the financial statements delivered to the Administrative Agent pursuant to Section 5.01(g).

Authorization and Action. Each Lender (in its capacity as a Lender) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement of the Obligations or collection of the outstanding BorrowingsObligations owing under the Loan Documents), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Without limiting the generality of the foregoing, each Lender hereby authorizes and instructs the Administrative Agent agrees to give enter into the documents to each Lender prompt notice of each notice given to it be entered into by any Borrower pursuant to the terms of this AgreementAdministrative Agent expressly mentioned in Section 3.01.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative each Agent to take such action as agent such Agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the expressed terms hereofhereof and thereof, together with with, in the case of the Administrative Agent, such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings)other Loan Documents, the Administrative Agent Agents shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative neither Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement, the other Loan Documents or applicable law. In performing its duties under this Agreement or Applicable Lawthe other Loan Documents, the Collateral Agent shall be entitled to act or refrain from acting in accordance with instructions of the Administrative Agent (and shall be fully protected in so acting or refraining from acting) and such instructions shall be binding upon all Lenders and all holders of the Notes. The Administrative Each Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this AgreementAgreement and the other Loan Documents.

Authorization and Action. Each Lender hereby appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), each of the Administrative Agent and the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that neither the Administrative Agent nor the Collateral Agent shall not be required to take any action that which exposes the Administrative Agent or the Collateral Agent, as the case may be, to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Each of the Administrative Agent and the Collateral Agent agrees to give to each Lender prompt notice of each notice and other report given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent Administrative Agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Papers as are delegated to the Administrative Agent by the terms hereofof the Loan Papers, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement and the other Loan Papers (including, including without limitation, limitation enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders (or all Lenders, if required under Section 10.01), and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement any Loan Papers or Applicable applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement, and to distribute to each applicable Lender in like funds all amounts delivered to Administrative Agent by the Borrower for the Ratable or individual account of any Lender.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), and the Issuing Bank (if applicable)) hereby appoints and authorizes each Agent to enter into such of the Administrative Agent Loan Documents to which it is a party and to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, including enforcement or collection of the outstanding BorrowingsNotes), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender Party prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Party (in its capacities as a Lender and the Issuing Bank (if applicable)) hereby appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), each of the Administrative Agent and the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that neither the Administrative Agent nor the Collateral Agent shall not be required to take any action that which exposes the Administrative Agent or the Collateral Agent, as the case may be, to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Each of the Administrative Agent and the Collateral Agent agrees to give to each Lender Party prompt notice of each notice and other report given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Bank hereby appoints HVB as its Administrative Agent under and irrevocably authorizes the Administrative Agent (subject to this Section 10.1 and Section 10.7 (Successor Administrative Agent)) to take such action as agent on its behalf the Administrative Agent and to exercise such powers and discretion under this Agreement Agreement, the Loan Documents and the Notes as are delegated to the Administrative Agent by the terms hereofthereof, together with such powers and discretion as are reasonably incidental thereto. As Without limitation of the foregoing, each Bank expressly authorizes the Administrative Agent to any matters expressly provided for in execute, deliver, and perform its obligations under this Agreement as being subject and the Loan Documents, and to the discretion of exercise all rights, powers, and remedies that the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents Agent may have hereunder and employeesthereunder. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act act, or to refrain from acting (and shall be fully protected in so acting or refraining from acting) ), upon the instructions of the Required LendersMajority Banks, and such instructions shall be binding upon all Lendersthe Banks and all holders of any Note; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Bank prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Collateral Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement Except as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly specifically provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings)Loan Documents, the Administrative Collateral Agent shall not be required to exercise any discretion or take any actionaction under any of the Loan Documents, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and the Collateral Agent shall not be liable to the Borrower or any Lender for any action taken or omitted at the direction of the Required Lenders; provided, however, that the Administrative Collateral Agent shall not be required to take any action that exposes the Administrative Agent Collateral Agent, in its sole judgment, to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Collateral Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the CUSA to act as Administrative Agent under this Agreement, Wachovia to act as Documentation Agent under this Agreement and B of A to act as Syndication Agent under this Agreement and authorizes each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative each Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsAdvances and other amounts owing hereunder), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Requisite Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative no Agent shall not be required to take any action that which exposes the Administrative such Agent to personal liability or that which is contrary to this Agreement any of the Loan Documents or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreementthe Loan Documents.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, including enforcement of this Agreement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower the Borrowers pursuant to the terms of this Agreement. Nothing in this Agreement shall impose upon any Co-Syndication Agent or Co-Documentation Agent, in its capacity as such, any duty or liability whatsoever.

Authorization and Action. Each Lender hereby appoints and authorizes CUSA to act as the Administrative Agent under this Agreement and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsAdvances and other amounts owing hereunder), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Requisite Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement any of the Loan Documents or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreementthe Loan Documents.

Authorization and Action. (a) Each Lender (in its capacities as a Lender) hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsAdvances), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. (b) Any Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in accordance with the foregoing provisions of this Section 7.01(b) in the absence of such Agent’s gross negligence or willful misconduct.

Authorization and Action. Each Lender Party (in its capacities as a Lender, each Issuing Bank, the Swing Line Bank and any Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, any other Loan Document or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. The Administrative Agent shall not be a trustee or fiduciary for any Lender.

Authorization and Action. Each Lender hereby appoints the Administrative Agent to act as its agent in connection herewith and the other Loan Documents and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such rights, powers and discretion discretions under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such rights, powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings)Loan Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, provided that the Administrative -------- Agent shall not be required to take any action action: (a) that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The applicable law; or (b) until the Administrative Agent agrees to give to each Lender prompt notice of each notice given to it is fully indemnified by any Borrower pursuant the Lenders for such action, in form and substance satisfactory to the terms of this AgreementAdministrative Agent; or (c) until the Administrative Agent first receives instructions to take such action from the Required Lenders.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent contractual representative on its such Lender’s behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for Not in this Agreement as being subject to the discretion limitation of the Administrative Agentforegoing, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents each Lender authorizes and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes directs the Administrative Agent to personal liability or that is contrary to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or Applicable Lawthe Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Nothing herein shall be construed to deem the Administrative Agent agrees a trustee or fiduciary for any Lender or to give to each Lender prompt notice impose on the Administrative Agent duties or obligations other than those expressly provided for herein. Without limiting the generality of each notice given to it by any Borrower pursuant to the foregoing, the use of the terms of this Agreement.“Administrative Agent”, “

Authorization and Action. Each Lender Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings)Agreement, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, Majority Banks and such instructions shall be binding upon all Lenders; provided, however, that the Banks and all holders of Notes. The Administrative Agent shall not be required to take any action that which exposes the Administrative Agent it to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees shall be permitted from time to give time to each Lender prompt notice designate one of each notice given its Affiliates to it perform the duties to be performed by any Borrower pursuant the Administrative Agent hereunder with respect to the terms Advances and Borrowings denominated in Agreed Currencies other than Dollars. The provisions of this AgreementArticle X shall apply to any such Affiliate mutatis mutandis.

Authorization and Action. Each Lender (in its capacities as a Lender, the Swing Line Lender (if applicable), the L/C Issuer (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders (or, if required hereby, all Lenders), and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Lender, the Swingline Bank and each LC Issuing Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.Applicable

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Issuing Bank, the Swing Line Bank and any Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; providedPROVIDED, howeverHOWEVER, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, any other Loan Document or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice and other material information given to it by any the Borrower pursuant to the terms of this Agreement. The Administrative Agent shall not be a trustee or fiduciary for any Lender.

Authorization and Action. Each Lender of the Lenders hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and under the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement and in the other Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, the other Loan Documents or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this AgreementAgreement or the other Loan Documents.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsAdvances and other amounts owing hereunder), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.. The Lenders identified on the cover page of this Agreement as co-syndication agents shall not have any powers, duties, responsibilities or liabilities under this Agreement other than those applicable to

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Issuing Bank, the Swing Line Bank and any Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; providedPROVIDED, howeverHOWEVER, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, any other Loan Document or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. The Administrative Agent shall not be a trustee or fiduciary for any Lender.

Authorization and Action. Each Lender and the Issuing Bank hereby appoints and authorizes the Administrative Agent and the Paying Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by and the terms hereofPaying Agent under such agreements, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), other Loan Documents the Administrative Agent and the Paying Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersMajority Lenders and the Issuing Bank, and such instructions shall be binding upon all LendersLenders and the Issuing Bank; provided, however, that the Administrative Agent and the Paying Agent shall not be required to take any action that which exposes the Administrative Agent or the Paying Agent to personal liability or that which is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender and the Issuing Bank prompt notice of each notice given to it by any Borrower the Company pursuant to the terms of this AgreementAgreement or any other Loan Document.

Authorization and Action. Each Lender Party hereby ------------------------ appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding Borrowings)Notes, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, -------- ------- that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings)Loan Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, provided that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any or on behalf of the Borrower pursuant to the terms of this Agreement. Each Arranger and the Syndication Agent, in their respective capacities as such, shall have no powers, duties, responsibilities or liabilities whatsoever under this Agreement or any other Loan Document, and the inclusion of such titles shall have no substantive effect.

Authorization and Action. Each Lender (in its capacities as a Lender, the Swing Line Lender (if applicable), the L/C Issuer (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby irrevocably appoints Credit Suisse to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents for the benefit of the Secured Parties and Credit Suisse to act on its behalf as the Collateral Agent hereunder and under the other Loan Documents for the benefit of the Secured Parties and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders (or, if required hereby, all Lenders), and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreementapplicable law.

Authorization and Action. (a) Each Lender hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsObligations of the Loan Parties), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. (b) Any Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative No Agent agrees to give to each Lender prompt notice shall be responsible for the negligence or misconduct of each notice given to any agent or attorney-in-fact that it by any Borrower pursuant to selects in accordance with the terms foregoing provisions of this AgreementSection 7.01(b) in the absence of such Agent's gross negligence or willful misconduct.

Authorization and Action. Each Lender (in its capacities as a Lender, the Swing Line Bank (if applicable) and an Issuing Bank (if applicable)) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby irrevocably appoints and ------------------------ authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for The duties of Agent shall be mechanical and administrative in nature and Agent shall not by reason of this Agreement as being subject to the discretion of the Administrative Agent, such matters be a trustee or fiduciary for any Lender. Agent shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employeeshave no duties or responsibilities except those expressly set forth herein. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of Agent's security interest in the outstanding BorrowingsCollateral), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or so refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Law. The Administrative applicable law; and provided further, and notwithstanding any other provision hereof, that the Majority Lenders shall provide notice to, and shall consult with, the other Lenders before instructing the Agent agrees to give to each Lender prompt notice take action which requires the consent of each notice given to it by any Borrower pursuant to the terms of this AgreementMajority Lenders.

Authorization and Action. Each Lender Party (in its capacities as a Lender and the Swing Line Bank and the Issuing Bank (if applicable) and a potential Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsDebt resulting from the Advances), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), the Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; providedPROVIDED, howeverHOWEVER, that the Administrative no Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Parent Guarantor or any Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Issuing Bank (if applicable) and a potential Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersLenders or such other Lenders as required by Section 8.01, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. To the extent permitted in the Security Agreement and the Mortgages, the Administrative Agent may release any assets permitted to be sold, leased, transferred or otherwise disposed of pursuant to the terms hereof. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Party hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As , including, without limitation, to any matters expressly provided for in this Agreement as being subject to the discretion execute and enter into on behalf of the Administrative Agent, Lender Parties the Intercreditor Agreement and the Collateral Documents (and each Lender Party hereby agrees to be bound by the terms of such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents Intercreditor Agreement and employeesCollateral Documents). As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes, if any), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersLenders or such other number of Lender Parties as may be expressly required by any Loan Document, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes, if any; provided, -------- however, that the Administrative Agent shall not be required to take any action ------- that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower a Loan Party pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Holder hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Note Documents to which it is a party, as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly NOTE AND GUARANTEE AGREEMENT -80- provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings)Note Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but and shall not be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) except upon the instructions of the Required LendersHolders, and such instructions shall be binding upon all LendersHolders; provided, however, PROVIDED that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent it to personal liability or that is contrary to this Agreement any of the Note Documents or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender the Holders prompt notice of each notice given to it by any Borrower Obligor pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersBanks, and such instructions shall be binding upon all LendersBanks and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice and other report given to it by any the Borrower pursuant to the terms of this Agreement. The duties of the Administrative Agent shall be mechanical and administrative in nature, and the Administrative Agent shall not have by reason of this Agreement or other Loan Document a fiduciary relationship in respect of any Lender.

Authorization and Action. Each Lender (in its capacity as a Lender and, if applicable, an Issuing Bank or Swing Line Bank) hereby appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement the Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, respectively, by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders (or Majority Lenders, as appropriate), and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative no Agent shall not be required to take any action that exposes the Administrative Agent any of them to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for The duties of Agent shall be mechanical and administrative in nature and Agent shall not by reason of this Agreement as being subject to the discretion of the Administrative Agent, such matters be a trustee or fiduciary for any Lender. Agent shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employeeshave no duties or responsibilities except those expressly set forth herein. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of Agent's security interest in the outstanding BorrowingsCollateral), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or so refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreementapplicable law.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent Administrative Agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and of the other Loan Documents, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement or any other Loan Document (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement, any other Loan Document, or applicable law. The functions of Administrative Agent are administerial in nature and in no event shall Administrative Agent have a fiduciary or trustee relation in respect of any Lender by reason of this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreementother Loan Document.

Authorization and Action. (a) Each Lender Party hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Financing Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Financing Documents (including, without limitation, including enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender Party prompt notice (including matters disclosed in writing to the Administrative Agent as described in clause (b) of the definition of “Disclosed Matters”) of each notice given to it by the Borrower or any Borrower other Person pursuant to the terms of this AgreementAgreement or any other Financing Documents. (b) [Intentionally Omitted]

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the Notes as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement and the Notes as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement or the Notes (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement the Credit Documents as are delegated to the Administrative Agent Agent, by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Credit Documents (including, without limitation, including enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, provided that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement any Credit Document or Applicable Lawapplicable law and shall not be required to initiate or conduct any litigation or other proceedings. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints Administrative Agent as administrative, collateral, and managing agent under the Credit Documents and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement perform such duties as are expressly delegated to the Administrative Agent by the terms hereofof the Credit Documents, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters matter not expressly provided for by this Agreement agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such those instructions shall be binding upon all Lenders; providedLenders and all holders of the Notes. However, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement agreement or Applicable Lawapplicable Governmental Requirements. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower Parent or Co-Borrowers pursuant to the terms of this Agreementthe Credit Documents. Administrative Agent also agrees to promptly distribute to each Lender copies of the items required to be delivered to Administrative Agent under Section 7.1.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Issuing Bank, the Swing Line Bank and any Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability 103 96 or that is contrary to this Agreement Agreement, any other Loan Document or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. The Administrative Agent shall not be a trustee or fiduciary for any Lender.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and each other Loan Document as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes and the Subsidiary Guaranty), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement Agreement, any other Loan Document or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. The Documentation Agent and the Co-Agents, in their respective capacities as such, shall not have any duties or obligations whatsoever under this Agreement, the Notes, the Subsidiary Guaranty or any of the other Loan Documents.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the 51 AmericasActive:16797229.116797229.4 discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As Each Lender hereby appoints and authorizes the Administrative Agent to any matters expressly provided for in prepare this Agreement as being subject to and the discretion Notes on behalf of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employeesLenders. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and each other Loan Document as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes and the Subsidiary Guaranty), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement Agreement, any other Loan Document or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. The Syndication Agent and the Managing Agent, in their respective capacities as such, shall not have any duties or obligations whatsoever under this Agreement, the Notes, the Subsidiary Guaranty or any of the other Loan Documents.

Authorization and Action. Each Lender Bank hereby irrevocably appoints and authorizes JPMorgan Chase Bank, N.A. to act as its Administrative Agent and collateral agent hereunder and under each of the other Loan Papers. JPMorgan Chase Bank, N.A. consents to such appointment as Administrative Agent and agrees to perform the duties of the Administrative Agent hereunder and under the other Loan Papers. Each Bank authorizes and directs the Administrative Agent to take such action as agent act on its behalf and to exercise such powers and discretion under this Agreement as are specifically delegated to or required of the Administrative Agent by the terms hereofhereto, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement or the other Loan Papers (including, without limitation, enforcement or collection of the outstanding BorrowingsLoans or Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersMajority Banks, and such instructions shall be binding upon all LendersBanks and all holders of Loans or Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints Administrative Agent as Administrative Agent under the Credit Documents and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement perform such duties as are expressly delegated to the Administrative Agent by the terms hereofof the Credit Documents, together with TOGETHER WITH such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters matter not expressly provided for by this Agreement agreement (including, without limitationLIMITATION, enforcement or ENFORCEMENT OR collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such those instructions shall be binding upon all Lenders; provided, howeverLenders and all holders of the Notes. However, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement agreement or Applicable Lawapplicable Governmental Requirements. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreementthe Credit Documents.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement the Credit Documents as are delegated to the Administrative Agent Agent, by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Credit Documents (including, without limitation, including enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, provided that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement any Credit Document or Applicable Lawapplicable law and shall not be required to initiate or conduct any litigation or other proceedings. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement. The provisions of this Article VII are solely for the benefit of the Administrative Agent and the Lender Parties, and neither the Borrower nor any other Credit Party shall have rights as a third party beneficiary of any of such provisions.

Authorization and Action. Each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential ▇▇▇▇▇ ▇▇▇▇▇) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes, the Advances and the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent it to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law or regulations. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.​ ​

Authorization and Action. (a) Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding Borrowingsthereof), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give deliver promptly to each Lender prompt notice of each notice given to it by any a Borrower pursuant to the terms of this Agreement. (b) Each Lender and the Borrowers hereby agree that the Co-Agents in their respective capacities as such shall have no duties or obligations under the Loan Documents.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this AgreementAgreement and to promptly forward to each Lender the financial statements and any other certificates or statements delivered to the Administrative Agent pursuant to Section 5.01(g).

Authorization and Action. Each Lender hereby appoints the Agent as its Agent under, and irrevocably authorizes the Administrative Agent (subject to Section 12.7) to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement any Financing Document as are delegated to the Administrative Agent by the terms hereofthereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion Without limitation of the Administrative Agentforegoing, such matters shall be subject each Lender expressly authorizes the Agent to the sole discretion execute, deliver, and perform its obligations under each of the Administrative AgentFinancing Documents to which the Agent is a party, its directorsand to exercise all rights, officerspowers, agents and employeesremedies that the Agent may have thereunder. As to any matters not expressly provided for by this Agreement (including, including without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act act, or to refrain from acting (and shall be fully protected in so acting or refraining from acting) ), upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lendersthe Lenders and all holders of any Note; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreementany Financing Document.

Authorization and Action. Each Lender, each Swing Line Lender and each Issuing Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (the Loan Documents, including, without limitation, enforcement or collection of the outstanding Borrowings)Notes, the Administrative Agent shall not be required to exercise any discretion or take any action, but and shall not be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) except upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders, all Swing Line Lenders and all Issuing Banks and all holders of the Notes; provided, however, provided that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent it to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender Party (in its capacities as a Lender, a Swing Line Bank (if applicable), an Issuing Bank (if applicable) and, on behalf of itself and its Affiliates, a potential Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsDebt resulting from the Advances), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender and Issuing Bank hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes or CAF Notes, if any), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes or CAF Notes (if any); provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.. CERC 5-YEAR REVOLVING CREDIT AGREEMENT

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for The duties of the Agent shall be mechanical and administrative in nature and the Agent shall not by reason of this Agreement as being subject to the discretion of the Administrative Agent, such matters be a trustee or fiduciary for any Lender. The Agent shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employeeshave no duties or responsibilities except those expressly set forth herein. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting except upon the instructions of the Required Lenders or, to the extent required under Section 10.01, all Lenders (and shall be fully protected in so acting or so refraining from acting) upon the instructions of the Required Lenders), and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to shall administer the Loan in the same manner that it by any Borrower pursuant to the terms of this Agreementwould administer a comparable loan held 100% for its own account.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding Borrowings)Agreement, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided, however, provided that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by or on behalf of any Borrower or the Guarantor pursuant to the terms of this Agreement. Fleet Securities, Inc., as Arranger, in its capacity as such, shall have no duties, responsibilities or liabilities whatsoever under this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereoftheir respective terms, together with such powers and discretion as are reasonably incidental theretothereto and further authorizes the Agent to execute that certain Letter Amendment No. As 1 to any matters expressly provided for in this Agreement Completion Guarantee and that certain Letter Amendment No. 1 to Equity Contribution Agreement, each to be dated as being subject to the discretion of the Administrative date hereof and each among the Borrower, Southern and the Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement or any other Loan Document (including, without limitation, including enforcement or collection of the outstanding BorrowingsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all holders of Notes; provided, however, provided that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement Agreement, the other Loan Documents or Applicable applicable Law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower Loan Party pursuant to the terms of this Agreementthe relevant Loan Document.

Authorization and Action. Each Lender (in its capacities as a Lender and Issuing Bank (as applicable)) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the outstanding BorrowingsDebt resulting from the Advances), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all LendersLenders and all holders of the Notes; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender (in its capacities as a Lender, the Swing Line Lender (if applicable), the L/C Issuer (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters expressly provided for in this Agreement as being subject to the discretion of the Administrative Agent, such matters shall be subject to the sole discretion of the Administrative Agent, its directors, officers, agents and employees. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the outstanding BorrowingsNotes), the Administrative no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders (or, if required hereby, all Lenders), and such instructions shall be binding upon all LendersLenders and all holders of Notes; providedPROVIDED, howeverHOWEVER, that the Administrative no Agent shall not be required to take any action that exposes the Administrative such Agent to personal liability or that is contrary to this Agreement or Applicable Lawapplicable law. The Administrative Each Agent agrees to give to each Lender prompt notice of each notice given to it by any the Borrower pursuant to the terms of this Agreement.